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Second Chorus (1940): watch the full film free, legally

  • 1940
  • 1h 24m
  • Musical
  • Comedy
  • English

An 84-minute English musical film from 1940, held in full on the Internet Archive as a public-domain title.

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About this film

Runtime
1h 24m
Source
Internet Archive
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Why it is free
Its United States copyright has lapsed
Where
Public domain in the United States; local copyright terms apply elsewhere. Why old films are free
Checked
2026-09-15

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College rivals and a new manager

Second Chorus is a 1940 Hollywood musical comedy directed by H. C. Potter and independently produced for Paramount Pictures by Boris Morros. Robert Stillman was an associate producer, as was Fred Astaire without screen credit. Astaire plays Danny O'Neill opposite Paulette Goddard as Ellen Miller. The film also features bandleader Artie Shaw as himself, with Burgess Meredith as Hank Taylor and Charles Butterworth as J. Lester Chisholm. Its music is credited to Shaw, Bernie Hanighen and Hal Borne, and its lyrics to Johnny Mercer.

Danny and Hank are friends, rival trumpeters and members of the college band O'Neill's Perennials. They have extended their college careers by failing for seven consecutive years. At a performance, both notice Ellen, who has arrived to serve a summons for the debt collector who employs her. Their fast talking changes the situation. Ellen becomes their manager, and her business ability brings the Perennials more engagements.

Shaw, weary of losing gigs to the Perennials, persuades Ellen to become his booking manager. She attempts to secure an audition for Danny and Hank with Shaw's band, but their jealous behavior gets them dismissed. Ellen then convinces Shaw that the wealthy aspiring mandolin player J. Lester Chisholm can back a concert. The scheme becomes complicated when Hank poses first as Ellen's jealous husband and then as her brother.

Shaw's band and Danny's song

Danny and Hank use the brother story to bring Chisholm back as a financial backer, while persuading Shaw to include one of Danny's songs in the concert. Chisholm wants to play his mandolin in the show, so the musicians must keep him away from Shaw until the performance has passed. Hank proposes putting sleeping pills in Chisholm's drink, though Chisholm turns the same method against Hank.

Among the film's musical scenes is “Sugar,” in which Astaire leads a college band in a jazz standard by Marceo Pinkard. Bobby Hackett dubbed Astaire's trumpet playing, and Billy Butterfield, a trumpeter in Shaw's band, dubbed Meredith's playing. Butterfield also dubbed Meredith's trumpet solo elsewhere in the film. “Everything's Jumping” is a brief number for Shaw and his band, while “Sweet Sue” is another Astaire and Meredith mime routine, with Hackett and Butterfield supplying the trumpet sound.

“Love of My Life,” written by Mercer and Shaw, is delivered by Astaire to Goddard and received an Academy Award nomination for Best Song. Mercer and Shaw wrote it over lunch at Mercer's house. When Shaw wanted to show it to the studio immediately, Mercer asked him to wait three weeks, saying that revealing it had been written over lunch would make people think it was not good. Astaire also sings “Poor Mr. Chisholm,” a Mercer-Henighen folk parody, accompanying himself on piano for Shaw's approval.

Astaire, Goddard and Hermes Pan

Hermes Pan collaborated with Astaire on the choreography. Their comic duet, “I Ain't Hep to That Step But I'll Dig It,” was filmed entirely in one take, the last Astaire duet made that way. Goddard, whose dance experience and ability were limited, said it was done “just once, one Saturday morning” and that she could not have done it again. The routine introduced the “Dig It,” in which both feet snap together before a hop with the feet still together. It also uses partnered teetering, scooting, dodging and some jitterbugging.

Pan appears in his first film role as a clarinetist standing farthest back in the band. A different Astaire and Pan collaboration, “Me and the Ghost Upstairs,” was cut from the final film, though it has appeared in some home video releases. Pan, under a sheet, approaches Astaire and imitates him during a number involving Lindy lifts and jitterbugging.

Shaw's “Concerto for Clarinet” was composed especially for the film and includes the string section that he called his “mice men.” Shaw said, “I never intended it for posterity ... It filled a spot in the picture.” In a 1968 interview, Astaire called Second Chorus “the worst film I ever made,” while explaining that the chance to dance-conduct Shaw's “real swingin' outfit” had attracted him. Shortly before his death, Shaw said the film put him off acting.

Film details from the Wikipedia article “Second Chorus”. Text adapted under CC BY-SA 4.0.

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