Captains of the Clouds sprang from a magazine story called "Bush Pilots" which Canadian actor Raymond Massey had brought to Warner Bros. producer Hal Wallis's attention. Cagney disliked the script, but was persuaded to do the film by Jack Warner, who told him that he would be contributing to the war effort by accepting the role. Cagney relented, but only on the condition that his brother Bill be the line producer. The film is filmed in glorious  three-strip Technicolor. From the richly hued countryside to the brilliant yellow-and-brown schemes of countless RCAF bi-wing Finch, Yale, Harvard and Anson training planes to the A-l7As and Lockheed Hudsons, this film is a true visual wonder.

 Captains of the Clouds was an exceptionally challenging and difficult picture to make. Wallis wrote in his memoirs that the film "proved to be by far the most extensive and difficult venture in location work undertaken by Warners since the silent period." Most of the film was shot amid the lush greenery of prewar Canada around North Bay, Trenton and Ottawa. With difficult wartime conditions, the hotels in these areas were booked, and the crew had to be housed in rather primitive conditions and later in an army camp - with army food. "They grumbled loud and long," recalled Wallis, "and twice we came close to a strike on the picture."

The story follows the trials of a group of established bush pilots, "Tiny" Murphy (Hale), Blimp Lebec (Tobias), and Scrounger Harris (Gardiner), led by Johnny Dutton (Dennis Morgan), who attempt to foil the job-stealing and rate-cutting ways of recent arrival Brian MacLean (James Cagney). When MacLean is hit on the head with his own prop and rescued (pulled out of the water) by Dutton's girl friend Emily (Brenda Marshall), Dutton flies through fog and risks his life landing at night to retrieve a doctor for him. This begins an agreement, more than a friendship, between Dutton, Tiny, and MacLean which leads them to work together transporting explosives and other supplies to northern mines. MacLean, concerned that Dutton’s plans to marry Emily will cause his financial ruin, beats him to the punch. MacLean takes Emily to Ottawa with his bankroll, where he weds her to keep her from destroying Dutton’s plans to start an airline. Dutton goes to Ottawa where he punches out MacLean and then gives his $4,000 to charity before leaving to join the RCAF.

War breaks out and, inspired by a radio broadcast of Winston Churchill's famous "We will never surrender!" speech, MacLean and his fellow bush pilots decide to enlist in the RCAF to join the conflict. They fly their planes onto an airbase, thinking their services are invaluable, only to later find out that, despite their vastly superior flying hours, they're too old for combat, but that their skills are needed as instructors. To his frustration MacLean finds that Dutton is his commanding officer. Too old for combat, the group settles for instructor jobs in the Commonwealth Air Training Plan. At the end of the training period, after numerous bouts of insubordination, MacLean is given his first real RCAF assignment: the shepherding of bomber planes across the Atlantic to England. MacLean comes to realize the true importance of his job when the flight is attacked by Nazi raider planes. In the final reel MacLean redeems himself by saving the other bombers in the formation by ramming his Hudson bomber into an attacking German Messerschmitt 109 fighter (actually a Hurricane with Nazi insignias). 

Reviews of the film were mixed, but critics raved over the sensational aerial scenes and the documentary-like representation of the BCATP. TIME said, "Although Cagney is much better than his thankless role, the real heroes of Captains are director Michael Curtiz and his five cameramen, who caught the matchless greens and browns of Canada's infinite north-country." The film begins as a typical Warner Bros. adventure, becomes a military training story with an almost documentary feel, and ends in combat.

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Trivia Factoids

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• This was the first Hollywood picture to be filmed entirely on location in Canada. 
• The movie was made for the RCAF to promote the enlistment of qualified civilian pilots (as flight instructors) into the British Commonwealth Air Training Plan. 
• Cagney remembered the film as one of his most grueling. He reportedly was bored with the project and often departed from the script by improvising dialogue, breaking into Yiddish and other antics --  in one scene he tripped the unsuspecting Alan Hale.
• Cagney and his co-stars were all over 40 years of age.
• Brenda Marshall later abandoned her acting career to marry William Holden.
• Worldwide rentals (3.4 million) for C.O.C. secured the record for all Cagney films thus far, to be surpassed only by his succeeding patriotic gesture, Yankee Doodle Dandy (with 6.5 million).
• This movie was one of Cagney's last films in his Warner Brothers contract.
• This was Cagney's first Technicolor film.
• The film was nominated for two Oscars: Color Cinematography and Art Direction-Interior Decoration. 
• Cinematographer Sol Polito, who earned an Oscar nomination for his vivid color photography almost didn't make it to the set. As an Italian, he had serious trouble getting across the Canadian border since Canada was already at war with Italy.
• Polito suffered a heart attack during production.
• Michael Curtiz was a somewhat eccentric director, but is remembered for a long list of classic films including Casablanca, Adventures of Robin Hood, Yankee Doodle Dandy and Captain Blood.
• This film was produced with the full cooperation of the Royal Canadian Air Force to promote enlistment in the British Commonwealth Air Training Plan.
• Many of the early scenes were shot at Trout Lake, and Jumping Caribou Lake, Ontario.
• Scenes filmed in Ottawa include several views of the historic Chateau Laurier hotel, Parliament and the Cenotaph area.
• Problems on location included truck crashes, plane crashes, rainstorms, malfunctioning cameras, various on-set injuries and even lightning, which one afternoon struck a camera reloading shed and burned it to the ground.
• The single hardest sequence to shoot was the elaborate "wings" ceremony, in which Air Marshal Billy Bishop's speech to the ranks on an airstrip is interrupted by Cagney's daredevil flying maneuvers. The scene took forever to complete. After a week, wrote Wallis, "Rain, technical mishaps, and problems of every kind continued to dog us. We finally had to piece together fragments of footage from the many days of shooting in order to achieve a finished result. In the picture, however, it looks as if the whole sequence was shot at high noon in optimum sunny conditions."

Billy Bishop, who plays himself as the air marshal in the "wings" ceremony, was a famous Canadian flying ace who shot down 72 planes in WWI and was a maverick flyer of that war - just the type of flyer that Cagney and his friends start out as, and from which they must evolve to be more disciplined team players.

 

Soundtrack: There'll Always Be an England 

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"Captains of the Clouds" (1942) Music by Harold Arlen ~ Lyrics by Johnny Mercer
Played during the opening credits, as background music throughout and sung by a male chorus at the end
Played at the Club Penguin, sung by a male chorus and danced by women.

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"What's New?" (1939) Music by Bob Haggart ~ Lyrics by Johnny Burke
Played on the radio in Willie's restaurant

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"Rule Britannia" (1740) Music by Thomas Augustine Arne ~ Words by James Thomson
Played as background music in Willie's restaurant after Churchill's speech and reprised near the end after Churchill's speech

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"Danny Boy" (1913) Music "Londonderry Air" attributed to Rory Dall O'Cahan (17th century) ~ Lyrics by Frederick Edward Weatherly (1910, revised 1913)
Played by a violinist outside of Willie's restaurant and sung by a boy

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"Bless Em All" (1940) Music and Lyrics by Jimmy Hughes, Frank Lake and Albert Stillman
Played on piano by Harry Seymour and sung by him, James Cagney, Alan Hale and others
Danced by James Cagney and Alan Hale
Reprised a cappella by Alan Hale

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"There'll Always Be an England" ~ Music and Lyrics by Ross Parker and Hughie Charles
Sung a cappella by Reginald Gardiner

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"The Thin Red Line" (1925) Written by Kenneth Alford
Played by the RCAF band at the Uplands wings ceremony

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"O Canada" ~ Music by Calixa Lavallée
Played at various times throughout the film

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IMDB Entry
A photo of one of the actual Yale aircraft used
Wikipedia Entry
North Bay's Big Movie of 1941
Green Briar Picture Shows
Classic Film Guide
New York Times Review
Commonwealth Air Training Plan Museum ~ Brandon, MB