This film has so many good things in it and so much talent worked so very hard on it that it's just baffling to me that so much of it doesn't work. I love '30s and '40s musicals, and I saw this film in 1981, and I've seen it about 10 times more on DVD. I like a lot of it, but somehow it's just not a very good movie, and I still can't figure out why.

The music is good. The musical numbers are creatively shot and well-executed; the Walken number alone took weeks to film. The sets, costumes, photography, and color are beautiful and give the film a real Depression feel. Clearly, no expense was spared. The actors give it their all. The re-creations of photos and paintings (including "Nighthawks" which is actually from WW2) are breathtaking. They must have been very hard to set up, light, and shoot. But, in keeping with the film's low-key style, they're not lingered on at all, and if you look away you can miss them.

Is the problem Steve Martin? This choice caused some controversy in 1981. He lacked film experience and he might not have been the ideal choice, although it's hard to guess what other leading man could have done that vaudeville stuff in 1981. Martin, at least, doesn't obviously fall down on the job; the verdict is still out. But Peters, who even apart from this film seems to belong to the '30s, holds up her end of things.

Maybe it's the script and the way the film is conceived. If the idea is to realize what these '30s drudges fantasize about-- and to do it in a '30s-musical style, as if they imagine themselves the heroes of musicals-- then there has to be something to the drudges that makes us care what they fantasize about. But there isn't enough to these people. They're drawn as thin types; yet the material is played very slowly, as if they were supposed to turn into real people at some point. They never do, and so by the end it all peters out (no pun intended). I also thought the subplot with the young girl was a maudlin absurdity, right out of a Mary Pickford tear-jerker.

Perhaps the real problem can be traced back to the origins of the project. It plays almost like an English musical made in an American style, and it doesn't work very well. The humor in the book is too tedious, too black, and too obsessed with tit jokes to be American. And the musical numbers are too slick, loud, and overproduced to be English. The filmmakers couldn't find a way to make these two parts fit together. And so they are just jammed together over and over again. One is constantly aware of the bad fit. It just doesn't come together, but in the various parts there are still more than enough reasons to see it.