Self-important, over-dramatic, uninspired.

How wonderful it is to see this fine actress carry a film and carry it so beautifully.

One of the worst ways to make a cult movie is to set out to make a cult movie.

This is a dark and sometimes deeply uncomfortable drama

John Robert Powers founded a New York model agency in 1923 and many Powers models went on to have Hollywood careers. By the 1940s many young women aspired to be "Powers Girls" - just like Kay, although the only real Powers Girl mentioned in the movie who went on to have a reasonable movie career was Linda Stirling, who became a 1940s serial queen.The opening sequence is worth the whole film, the fabulous Benny Goodman Orchestra swinging it up "rain or shine" as a crowd of dancers jitterbug, lindy hop and jive during a shower of rain. The rest of the movie is the conventional story of two girls in love with the same guy - the very unprepossessing George Murphy. He doesn't even play a particularly nice person - lying to one girl so she will like him and instantly dropping her when he meets her more appealing sister!!!Kay (Carole Landis) dreams of becoming a Powers girl so when her sister Ellen (Anne Shirley) is sacked from her teaching job for being photographed in an unflattering pose, Kay takes up her cause. Of course it is only to suit her own ends - Kay thinks the photographer Jerry (George Murphy) is really a Vice President and that he is best buddies with John Robert Powers (Alan Mowbray gives the film a touch of finesse). For all Anne Shirley's top billing, she owed her agent no favours. She appeared at the beginning to establish the story then towards the end she reappears as she fights for her man. This movie came toward the end of a mostly unfulfilling career, although she did have one last swan song in the surprise hit "Murder, My Sweet" - she loved doing it and her career ended on a professional high.The musical moments were the highlights - you had Benny Goodman, a singer, Dennis Day, who according to the credits was a singing discovery from Jack Benny's radio program - he lent his soaring vocals to "Out of This World" and "Three Dreams". A very young Peggy Lee was a knockout singer, even though she only pops up for a chorus of "The Lady Who Didn't Believe in Love's in Love". As a reviewer says you will remember her.For all the publicity Carole got, it was not exactly a star making part - selfish, snooty sisters usually aren't - even though they may be dressed by Adrian. As well as that, she was not a newcomer, having come to Hollywood to break into the movies in 1936.

It's difficult to comment on a movie seen more than six decades ago but a couple of memories do stand out.Peggy Lee has a chance to demonstrate her unique style of singing in "The Lady Who Couldn't Believe In Love's In Love".Dennis Day is at his best singing "You're Out Of This World".And finally, there are the jitterbugs being driven to demonstrate their best moves during a rain while Benny Goodman and the orchestra jam. This scene is often used when 'big band' specials are presented but seldom credited to this movie. The story is not memorable but the music presented is worth the effort to see it. It would be an unexpected treat if it were available for the viewing public.

This film is based on the real Powers Girls (among the real life graduates are Grace Kelly, Lee Remick, Jennifer Jones)and shows Anne Shirley and Carole Landis at their best. Top accolades to Benny Goodman and his orchestra and some great dancing and singing. Plot is paper thin but summarized incorrectly by Maltin. Anne Shirley is the one who sacrifices a potential windfall from a lawsuit to better the career of her sister Carole who wants to become a Powers girl. Landis is particularly luminous and believable. I was saddened to read of her suicide a few years later. I gave it a 5 out of 10.