Captains of the Clouds - the making of a BCATP Classic Movie

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Back in 1941, long before United States of America joined the Allies in the war, Hollywood was already sending its best to fight tyranny - in a little known aerial battlefield deep in the primitive wilderness known as Canada. And leading them into battle was none other than fast talking, two-fisted, box-office icon and silver screen superstar James Cagney. If you were to ask Commonwealth pilots and air crew who received their training at Uplands or Trenton in the summer of 1941 what their greatest memories of their flying careers were, they would be sure to put in the top ten, the time Cagney and Warner Bros. came to make a movie about them.

Just as real life Americans were streaming over the border to join the RCAF and the fight, actors were coming north to make a true Hollywood film centred on the antics and heroics of a band of hard drinking, wild-mannered heart-of-gold bush pilots who want to fight Hitler. The screenplay, based loosely on a magazine story titled "Bush Pilots" was brought to Warner Bros. by Canadian movie star Raymond Massey (brother Vincent would go on to be the first Canadian-born Governor General of Canada) back in 1940. The film would be the first motion picture by a Hollywood company to be shot primarily on location in Canada and would be James Cagney's first film in colour. While Warner Bros, saw it as a chance to make a big budget film about the war, the RCAF saw it as great opportunity to recruit both military and civilian instructors.

Cagney was asked to star but disliked the script (rightly so!). He was persuaded to do the movie as a contribution to the war effort even though America was not in the war (yet), though he did manage to secure his brother William Cagney as the on-location location producer. The film was to be one of the largest endeavours to date for Warner Bros. and they sent north a full size production crew. Director Michael Curtiz gathered together a convoy of 60 automobiles and trucks and drove the 3,000 plus miles to Ontario for the initial shooting. The so-called "Cavalcade to Canada" carried production staff, lighting and photographic equipment and a number of small aircraft for "wrecking purposes". The actors were not required to ride the convoy and chose to make their way north aboard a train.

The film was shot at many different major locations in Eastern Ontario. The military training scenes were shot at several different locations including No. 2 SFTS at Uplands, Central Flying School at Trenton, No. 6 Bombing and Gunnery school at Mountain View and No. 1 Manning Depot  in Toronto. The early bush flying scenes of the movie were filmed near North Bay, Ontario in and around the large lakes and wild rivers of the Canadian wilderness. The story follows four bush pilots - Johnny Dutton, Scrounger Harris, Blimp Lebec and Tiny Murphy as they try to deal with the unscrupulous ways of a new pilot on the scene played by James Cagney. Cagney's character, Brian MacLean undercuts their action and threatens to destroy their means of income in the dodgy world of early Canadian bush flying.

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The four bush pilots listen intently as the voice of Churchill with his famous “We will fight on the beaches...
” speech resonates from a radio in “Willie’s” Restaurant. James Cagney (Right) played Brian MacLean, a devil-may-care womanizer who fought over flying contracts with aristocratic “Scrounger” Harris (Left - played by Reginald Gardiner), jovial and rotund “Tiny” Murphy (foreground - played by Alan Hale Sr. - his son was the Captain on Gilligan's Island) and the heart-of-gold “Blimp” Lebec played in blazing stereotype by George Tobias. Photo: Warner Bros.

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The shooting was a lot more complicated than originally expected. Delays and primitive living conditions in Ottawa and North Bay had the production crew ready to mutiny more than once. Here, gypsy bush pilot Brian MacLean taxies his Norseman to a dock (about to sink under the weight of crew and equipment) on Trout Lake near North Bay, Ontario. In fact, Cagney was never at the controls and he was well known for being terrified of flying - it was Paul Mantz in the cockpit. Photo: DND

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The Noorduyn Mark I Norseman, starring as the bushplane of James Cagney’s character MacLean was in fact CF-AYO the prototype airframe seen here at the Noorduyn plant at Cartierville, Quebec being prepared for its first flight in November of 1935.

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Brenda Marshall, as the no-good Jezebel Emily Foster, out for dinner at the Chateau Laurier Hotel in Ottawa. The RCAF was comforted that Emily was written out of the story by the time the military training sequences started, such was her unsavoury character.

In a series of events, Cagney befriends three of the group, but ends up alienating the fourth, Johnny Dutton, the handsome second lead played by Dennis Morgan. Cagney's MacLean bad boy antics get him into a peck of trouble. He tempts Brenda Marshall's Emily with a trip to the wide-open lawless town of Ottawa, which turns out to be a combo dirty trick and noble gesture. The script tags Emily as No Good for being interested in more than one guy. Brian marries Emily and then dumps her, just to keep her from ruining the life of her innocent fiancée Johnny Dutton. That makes Brian a very special kind of best friend, the sort that marries your girlfriend for your own good. But this ditzy back country gal proves to be everything MacLean thinks she is, and more. Sure enough, when we see Emily again, she's wearing a shocking red dress and drinking in a nightclub: Brian did the right thing.

Dutton runs off to join the RCAF, while MacLean, Harris, Lebec and Murphy fly on as bush pilots. After hearing Winston Churchill's "We will fight on the beaches ... " speech on the radio in a restaurant, all, including the self promoting MacLean, are moved to join up and fight the Nazis. After enlisting, they are shocked to learn that the RCAF is not looking for 40 year old fighter pilots. Instead they are employed as instructors and under the command of Johnny Dutton who has not quite understood the kindness Cagney showed him by running off with his girlfriend. While the other bush pilots do their duty, MacLean bucks the system from the very beginning. On his evaluation flight (with Dutton) he is commanded to do a slow turn to the right and responds with a gut-churning series of spiral and wing over manoeuvres - his commander is not amused.

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Shooting the shooters. At Uplands outside of Ottawa, Brian MacLean (James Cagney) chats up an air gunnery student while cameras roll and the prop winds down. The scenes were shot at Uplands, but they depict No. 1 Bombing and Gunnery school, Jarvis. 739 Rolls Royce Merlin powered Fairey Battles, considered underperformers, were taken from frontline service and like Cagney, relegated to gunnery training platforms in Canada with the British Commonwealth Air Training Plan. A production still.

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Now, from the point of view of the Warner Bros. camera, Brian McLean (Cagney) walks back along the wing to compliment his gunnery student who has just shacked half a dozen floating targets on Lake Ontario. You can almost read the words “You Dirty Rat” on Cagney’s lips (though it is said he never uttered those words in a film). Screen capture from Captains of the Clouds by Steve Reno.

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One of the best features of Captains of The Clouds is its spectacular Technicolor colour. It gives us an exceptional window through which to view the colours and markings of BCATP aircraft that were almost exclusively shot in black and white at the time. Here, Cagney stands on the wing of a Fairey Battle at Uplands, Ontario in part of a glorious and lengthy visual tribute to the pilots, instructors, students, mechanics and aircraft of the BCATP. There are scenes in which there are literally scores of aircraft taxiing en masse, or flying at the same time - a must see movie for all aero-geeks. Screen capture from Captains of the Clouds by Steve Reno.

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Throughout the film, all the taxiing and ground handling seems choreographed well beyond what probably normally happened. Ground crews are turned out in regulation uniform, all exactly alike and aircraft are all washed and buffed for the cameras - all done I am sure to show film goers that the BCATP is a well-oiled and huge operation and that the enemy has no hope what so ever of conquering the Allies who could muster such a massive training machine as “The Plan”. Screen capture from Captains of the Clouds via Steve Reno

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At No. 2 SFTS Uplands, a Wings Ceremony becomes the turning point in Cagney’s life. Using a real graduating course of newly fledged pilots that included High Flight poet John Gillespie Magee, the arranged aircraft and ranks of fliers watch as First World War ace and fighter pilot Billy Bishop walks to centre stage to pin the wings on graduates.

In the end, his macho disdain for the job of instructing and his born-for-trouble personality gets him cashiered from the RCAF, while Tiny Murphy is discharged for habitual drinking. With Murphy in the borrowed aircraft of another bush pilot, Popcorn Kearns (a classic sort of Punch Dickins name), the two then decide to beat-up a Wings Parade at No 2 SFTS Uplands where Air Vice Marshal Billy Bishop is pinning wings on new pilots. Pulling out of the dive too aggressively, Tiny's weight catches up to him and he blacks out at just the wrong moment and crashes the party so to speak.

After that, Cagney is sent packing. When King and country require civilian pilots to help ferry some Hudson transports across to England, MacLean assumes the identity of Tiny Murphy and volunteers. Not surprisingly for this contrived plot, Dutton is the flight commander and Lebec and Scrounger are flying too. In the end Cagney's life of no good is redeemed when he rams a marauding German fighter in the middle of the Atlantic in order to save the remaining Hudsons. Before the final collision Lebec is shot down and Scrounger, MacLean's co-pilot is killed by the German. MacLean finally has a non-selfish thought and sacrifices his life for Dutton and the others.

In all honesty, the script sucked, the plot was corny and contrived and the characters out of a colouring book. But the movie is a joy to watch for two reasons. Firstly, the script is so cornball and preachy that you just can't help but laugh at nearly every turn of events. The best line for me is when, following a season of flying, Johnny Dutton, Tiny Murphy, and Brian MacLean collect the money owed them; $4000.00 each.  Fanning his wad of cash, Cagney says, "Well boys, I'm off in the morning, and if you want me, I'll be the drunkest man in the biggest hotel in Ottawa."  I sprayed my beer across the room when I heard that one - Ottawa as some Vegas in the Wilderness.  My heart swelled with false pride.

Secondly and most importantly, it is the flying sequences and the life in the BCATP that are the biggest redeeming features of this film. The flying is so spectacular that the movie was actually nominated for two Academy Awards - one for Colour Cinematography and one for Art Direction. The choreographed flying sequences are grand and sweeping if a tad over the top - one shot has dozens of Fleet Finches taking off at the same time across a grass field while Harvards sweep low overhead. The movie features almost every type of aircraft utilized by the BCATP and in Hollywood quantities - great clouds of howling yellow Harvards, silver Yales and bouncing Finches, taxiing Ansons, Tiger Moths, Fairey Battles, Northrop Nomads, and more. And that's just the ground stuff. The air to air shots were supervised and often flown by none other than Paul Mantz, considered at the time to be, with Frank Tallman, the best aerial shooter in the world. When watching this film, there is no doubt that Mantz deserved this honour.

There are a few shots employing models (when an aircraft is shot down or crashes) that are pretty hokey, but whenever Mantz has his hand, the result is worth the price of admission. The bush flying is wonderful if at times downright dangerous and Mantz works in the gorgeous backdrop of Ontario wilderness like an artist. Among the bushplanes taking part are several history-making aircraft. Dennis Morgan's Fairchild 71, CF-NBP, was really Canadian Airway's CF-ATZ, and had been flown by many famous Canadian bush pilots, including Punch Dickins. CF-ATZ ended its flying days when in crashed in 1949, but was recovered in 1981 and was restored for museum display in Edmonton. Cagney's Noorduyn Norseman, CF-HGO, was really Dominion Skyways' CF-AYO, the Norseman prototype. One of the several Waco cabin biplanes used at North Bay was CF-AWI, once owned by A.E. "Jock" Jarvis, father of one of the Vintage Wings of Canada volunteers, Peter Jarvis.

For me, the finest sequence is when the German pilot (in his erzatz Messerschmitt) sweeps in on a flight of defenceless Hudsons. The black, evil looking fighter flies next to Mantz's camera ship then sweeps away, diving towards the distant group of bombers, while wisps of cirrus cloud slide across the blue surface of the Atlantic. It says "predator" like no other shot I have seen. The climactic ferry mission was filmed in two places. The scene of the crews walking to their Hudsons was shot at home at the Burbank California Lockheed factory while the attack scenes were staged out over the Atlantic from RCAF Air Station Dartmouth using the Lockheed Hudsons of No. 11 Bomber Reconnaissance Squadron. The Messerschmitt was really a Hawker Hurricane from the newly formed No. 118 Fighter Squadron (flown by then Flying Officer Dal Russel, a Canadian veteran of the Battle of Britain) painted with German markings to depict a Messerschmitt Bf.109. Due to the prominent Luftwaffe markings on the RCAF fighter, special alerts had to be posted in order to prevent the "trigger-happy" home defence gunners from shooting down their own aircraft. Still, Russel caused near-panic when civilians in Halifax saw the aircraft's swastika and crosses.

The film did not premier in Hollywood, but instead simultaneously in New York, London, Ottawa, Cairo, Melbourne, Toronto, Winnipeg and Vancouver. A publicity stunt had the film cans containing "Captains of the Clouds" flown to each location by RCAF pilots and aircraft.

The film is easy to find on the web, and reports have it that the DVD copy is a superb recreation of the Technicolor original. To this day, the theme song for Captains of the Clouds is still played by the band of the Canadian Air Force as a march past at ceremonial events.

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In the final scenes of the movie, Cagney, who by now is a cashiered officer and has returned to bush flying, finds a chance to get in the fight and to redeem himself (in true Cagney fashion) when he volunteers to help ferry a large group of Lockheed Hudson bombers to Great Britain. The scene here, shot in Burbank CA at the Lockheed factory, depicts Gander, Newfoundland as the mass take off of the Hudsons is about to take place. Military and civilian pilots and navigators walk to their already running and brand spanking new Hudsons and within seconds the whole shebang taxies en masse stage left and into the foggy Newfoundland night.

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Johnny Dutton (played by dashing Dennis Morgan), right, a former bush pilot who has always seen Cagney’s character as an opportunist and a threat, finds himself leading the group of Hudsons into the dark Atlantic night. Here he boards his lead aircraft while engines howl.

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After he was done shooting the sequence above, Hurricane/Messerschmitt pilot F/O Dal Russel, a Battle of Britain veteran, couldn't resist a low left rip up Barrington Street in wartime Halifax. Despite warnings to the public, this caused some degree of panic. Russel's commander, S/L Hartland deM. Molson, also a BoB veteran was apparently not amused.

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The poster says it all - He’s a Hell Rider of the Heavens now!

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Not known for their understatement, Hollywood trailer writers add a dash of purple to the scene above where ten BCATP North American Yales hold formation over the skies of Ontario. The film is exciting enough for aviation enthusiasts, but a few choice words on posters never hurt anyone - “Living recklessly, flying gallantly - the whole RCAF story from training to fighting!”


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These days, Captains of the Clouds is really only on the radar screen for aviation historians and lovers of Canadiana and is glossed over by fans of James Cagney but the amount of dough and effort spent to bring this film to the market is a clear indication of how Warner Bros. saw it - an epic for the ages. These days you would be damn lucky to catch it on the late, late show, but for anyone interested in a visualization of the British Commonwealth Air Training Plan AND early bush plane operations, there is no movie like it. I give it five stars - three for flying and two for time travel. The musical score contains some classic songs and even singing by Scrounger Harris and Cagney's Character MacLean. To this day, the theme song is played by the band of the Canadian Air Force.

Those interested in learning more about the filming of Captains of the Clouds should see the two-part article by Rudy Mauro in the Summer and Fall 1991 issues of the Canadian Aviation Historical Society (CAHS) Journal.  Vintage Wings of Canada would like to thank Timothy Dubé of the CAHS Ottawa Chapter for bringing this article to our attention.  Tim's knowledge and willingness to help has been invaluable over the past year.

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