Original subtitles

Over that rainbow was a land of dreams.

I never went there...

...except when the rainbow was the turnstile of my local movie theater...

...and there, in the darkness...

...a lion’s roar would freeze time...

...suspend reality...

...and introduce a world of adventure and beauty and romance.

That lion’s domain...

...was the grandest motion-picture studio the world has ever known:

Metro-Goldwyn-Mayer.

There's magic in the very name.

MGM meant escape, extravagance, glamour.

Garbo, Gable, Crawford...

...Tracy, Garland.

But there was more.

There was much, much more.

Power struggles, corporate intrigues...

...shifting alliances, driving ambition.

L.B. Mayer, the founding father.

Irving Thalberg, the boy wonder.

The spectacular rise of an empire...

...and its lamentable fall.

Metro-Goldwyn-Mayer was a turbulent kingdom with its own rules...

...its own mythology.

But they're all gone now.

all that remain are the memories...

...dreams, the movies...

...where the dreams that they dared to dream really did come true.

all we've got is cotton and slaves and arrogance.

Maggie the Cat is alive!

Why don't you ride him, Mi?

Now, Dorinda!

These are my boys.

Come on, you...

I'm as mad as hell.

I can't think. I can't do it.

The gates first opened on April 26th, 1924.

On that day, Louis B. Mayer and his young partner, Irving Thalberg...

...inaugurated a motion-picture studio capable of producing and releasing...

...one full-length feature film each and every week.

Following the untimely death of the boy wonder in 1936...

...Louis B. Mayer carried on alone.

And now he reigns over Culver City as an absolute monarch...

...and his kingdom, Metro-Goldwyn-Mayer...

...is in a class by itself.

The date is August 14th, 1945.

Yesterday, the emperor of Japan signed the articles of unconditional surrender...

...and World War II came to an end.

During those terrible years of war...

...Americans needed refuge from the anxiety of global conflict.

L.B. Mayer, who viewed MGM as the custodian of Americans' dreams...

...mobilized the formidable resources of the studio to meet that need.

The result:

The most prosperous period in Metro's history.

Responsible for this success is Culver City's roster of talent...

...for Metro-Goldwyn-Mayer is the studio with more stars than there are in heaven.

I came to MGM in 1945.

MGM was considered, I think, the best and most distinguished studio in the world.

From Mexico, to look at MGM was like looking at heaven, you know.

Oh, there is Clark Gable.

Katharine Hepburn.

And there's little Elizabeth Taylor and Jane Powell and Esther Williams...

...and Cyd Charisse, you know, and Spencer Tracy and the Barrymores.

And I tell you, it was...

I had to do this to myself.

Am I dreaming, you know? Am I really living this?

They had all the big movie stars, all the big movies...

...all the big movie directors. They had everything.

It was a fascinating factory for making movies.

And there were over 5000 people that worked there every day.

I don't think I really realized how incredible it was...

...to be in the middle of that kind of activity.

There used to be between 50 and 60 movies made a year.

To be under contract to a studio like MGM...

...was that they ran your life.

Gosh, if you married somebody, even if you dated somebody they didn't like...

...It was a big deal.

MGM, as far as L.B. Mayer was concerned, was one big happy family.

Now, he used the word "happy." A lot of people weren't happy.

He thought he was our father.

First of all...

...he was the son of a pushcart junk dealer.

And here he has all this power.

What does he come up with so that he can get by with it...

...and his lack of education and culture?

Intimidation.

That was his number one tool.

He was such an actor. He was the biggest ham on the lot.

How he'd throw himself on the floor and foam at the mouth.

I always wondered what he put in his mouth so he could do that.

It's said of Louis B. Mayer:

He believes in God, country, free enterprise...

...and the Ten Commandments.

Even the ones he doesn't obey.

Some love the benevolent patriarch.

Others fear the vindictive tyrant.

But all agree that he is a shrewd, if sentimental, showman...

...who gives full reign to his formidable array of talents.

Talents that will usher in the golden age of Metro-Goldwyn-Mayer musicals.

The reason MGM's musicals were so wonderful...

...I think was simply the fact that, as they say...

...Mr. Mayer surrounded himself with the best choreographers...

...and the best writers and the best musicians.

The MGM Orchestra could rival any symphony orchestra.

He insisted on getting the best.

The best in Hollywood.

And I think that's what contributed to the success of the MGM musical.

One of Mr. Mayer's most gifted producers is a man who started his career at Metro...

...in 1929 as a studio lyricist.

His name is Arthur Freed.

It was Mr. Freed who wrote "Singin' in the Rain"...

...for MGM's Hollywood Revue of 1929.

Following his invaluable contributions to The Wizard of Oz...

...he was made a full-fledged producer and then launched a successful series...

...of barnyard musicals starring Judy Garland and Mickey Rooney.

Over the next two decades, Arthur Freed will be largely responsible...

...for Metro-Goldwyn-Mayer's glorious musical renaissance.

The power had been given largely to Arthur Freed...

...to do more or less what he wanted.

And in a funny way, he was the sort of spark plug of the MGM musical.

Because L.B. Mayer loved him and thought he knew what he was doing...

...he let Arthur just run.

And Arthur had this tremendous enthusiasm for movie musicals and for talent.

Metro-Goldwyn-Mayer's greatest musical success during the Second World War...

...is Arthur Freed's Meet Me in St. Louis.

The picture is directed by Mr. Freed's brilliant new discovery, Vincente Minnelli.

With this film, the young director breaks new ground...

...a movie musical whose protagonists sing and dance...

...without the traditional constraints of a Broadway setting.

Minnelli: The sky's the limit in movies, you know?

You can do anything.

And for that reason, you have to have great discipline in what you do with it.

So I spent a great deal of time on research...

...and finding the right things for a picture.

Because I feel that a picture that stays with you...

...is made up of a hundred or more hidden things.

Vincente Minnelli is the ideal director...

...to guide Judy Garland through Meet Me in St. Louis.

He's a gentle, although exacting artist.

She is one of Culver City's greatest stars and the most vulnerable.

By the time they finish shooting the picture, they have fallen in love and are married.

Minnelli: The surface wasn't scratched with Judy at all.

She had great potential.

She could have done anything she wanted to.

As great as Duse or Bernhardt or Garbo.

You could tell her 20 things.

And you'd never know if you were getting through to her or not...

...because people were messing with her and making her up and so forth.

And, uh...

By God, everything would be in place, you know?

Wouldn't forget a thing.

She was without a doubt the greatest natural talent...

Mm-hm. -...I've ever worked with.

She would pick up a script...

...and read it for the first time like she'd studied it for two weeks.

- Mm-hm. - She was just incredible.

RAYE: I remember her telling us one time that if she had it to do again...

...she would like her life to take her the way it had...

...except she would have liked a childhood.

This was the one thing that she regretted for Margaret O'Brien...

...when we were on Meet Me in St. Louis. Because Margaret was a little girl.

And she said, "This poor child is not having a childhood."

And she said, "That's the one thing I would change in my life."

Ziegfeld Follies is conceived as a celebration...

...for Metro-Goldwyn-Mayer's 20th anniversary.

Mr. Mayer tells Arthur Freed to create an all-star extravaganza...

...and he gives him an astronomical $3 million to do so.

The film has no plot...

...but rather a series of musical numbers and comedy skits...

...featuring everyone from Fred Astaire and Gene Kelly...

...to Lucille Ball and Judy Garland.

After numerous production delays and a constant stream of directors...

...Arthur Freed calls in Vincente Minnelli...

...who is finally able to bring this unwieldy production to the screen.

Of all the directors that I ever worked with, he was the most exacting...

...in every area of motion-picture making.

He had very definite ideas.

He was a fine artist himself...

...and insisted on perfection no matter how long it would take.

He would rehearse extensively...

...but then he would do all of this in one camera shot...

...in one camera movement, which kept the cameraman on his toes.

I don't think he could work in pictures today with practical sets...

...because there would be no place to put the boom.

Vincente was a marvelous director. He had a wonderful eye.

He knew what he wanted and he worked very hard until he got it.

So Vincente was so particular, you know, so artistic...

...and everything had to be so perfect...

...that it would take us half the day before he would be satisfied...

...with just what the set looked like, before he could even get to us.

But in this particular instance, all these beautiful showgirls...

...that were in Ziegfeld Follies were on a winding...

I'm sure you've seen that staircase that comes down, so marvelous.

And as I came down, the bubble machine, which made real bubbles...

...was supposed to come and envelop these girls...

...until it looked absolutely beautiful, like we were floating on a cloud.

However, the bubble machine broke...

...and suddenly everybody was in bubbles over their heads.

And these girls were hysterical.

We were all fighting our way just to get out of the bubbles.

Faintings and ambulances, and you have no idea.

You can't direct bubbles.

Vincente Minnelli said that, but it didn't stop him from trying.

In an MGM musical, innovation is encouraged.

And there are few song-and-dance men more innovative than Gene Kelly...

...and his behind-the-scenes collaborator, Stanley Donen.

- You see? - It's easy.

The idea came to me that it was possible to combine live action and cartoon.

My idea was that Gene dance with Mickey Mouse, not Jerry Mouse.

So we then went to the studio, and they said:

"Well, we'll make an appointment with you with Walt Disney."

And Gene and I went over to see Walt Disney...

...about Gene dancing with Mickey Mouse.

So when we told him the idea, he said:

"Let me get this straight.

You want Mickey Mouse to be in an MGM picture?"

And we said, "Yes." He said:

"Mickey Mouse will never be in an MGM picture."

So that's how Jerry Mouse got the job.

The main thing was how to do it.

You had to storyboard it, then we did a cutout of the mouse.

Kelly would rehearse the sequence looking at this cutout.

Then he would take it away and you'd shoot that film with him alone.

Now you then took that film...

...and laboriously traced off every single frame on animation paper.

And then you took the mouse and put him on that same piece of paper...

...and photographed them together.

Look at me, I'm dancing.

And the net result, again...

...at a preview that I went to of Anchors Aweigh...

...that sequence just blew them out of the theater.

Anchors Aweigh is a Joseph Pasternak production.

The colorful Hungarian producer arrived in Culver City in 1942...

...after a successful career at Universal Studios.

Mr. Pasternak's musicals may be less sophisticated than Arthur Freed's...

...but they're just as popular.

Smart old Joe Pasternak, the only man in the world I ever knew...

...that ate spaghetti with his hands.

It was a sight to see. Everybody came to the commissary to see it.

And he liked spaghetti a lot, so, you know, it was a show.

Joe did Anchors Aweigh...

...and the pictures with José Iturbi and Kathryn Grayson...

...where people were just people...

...and then all of a sudden, wonderful things happened to them.

It isn't long before Joe Pasternak's success...

...sparks a friendly rivalry between himself and Arthur Freed.

The Arthur Freed films had more dancing...

...many more dance numbers, than the Pasternak films.

They were the two producers who were doing the top musicals at the time...

...and so each one thought his musical was more important than the other one...

...so there was a rivalry.

We kind of whirled between the two of them.

That's right.

Anchors Aweigh is not only a major contributor...

...to Metro's considerable profits in 1945...

...It is also notable as the first major MGM screen appearance...

...of Frank Sinatra.

You've gotta have a pass to get in, sailor.

For the skinny Italian crooner from Hoboken, New Jersey...

...the picture's success lands him a lucrative studio contract.

"My only claim to fame," he quips...

... "is that girls swoon when I open my mouth."

Frank Sinatra was like all the Beatles rolled into one.

He was the biggest thing that had ever hit show business.

Sinatra, of course, was one of the biggest musical entertainers in the world.

So it was MGM collecting the best they could get.

And if you knew these people, you were interested in these people...

...you sat and talked with these people day after day.

You talked about nothing but pictures.

So that generated a tremendous sort of energy...

...in what was happening.

And as I say, we were all thrown into this large hopper and let swim.

When a young San Francisco aquacade starlet...

...is first brought to L.B. Mayer's attention, he asks:

"How on earth can you possibly make movies in a swimming pool?"

He's told, "The same way Darryl Zanuck makes movies...

...with Sonja Henie in ice-skating rinks. "

Much to Mr. Mayer's delight...

...finding reasons for Esther Williams to get wet...

...will keep Metro's screenwriters busy for a dozen years.

I thought every movie I made was gonna be the last one.

And then we made 26. Twenty-six of them.

The first time I went to a preview and I had a long underwater number...

...I was amazed to find out that my audience did not applaud.

Everybody just breathed.

When we did those numbers, we had a storyboard...

...and each one was timed.

By 4:30 or 5 in the afternoon...

...I began putting those storyboard takes together.

And I'd stay longer and longer and longer...

...because I knew It was gonna save time.

And one day I discovered the thing I'd always heard...

...about underwater work and scuba divers talk about.

It's called the rapture.

And of course, the guys filming me in an underwater window...

...in this diving bell that was in my underwater tank...

...they're all sitting there drinking coffee and smoking cigarettes...

...and talking on the phone.

And I'm drowning.

And Mervyn LeRoy, who was shooting the sequence, said...

...on a microphone, because they had an underwater speaker:

"Esther, what the hell are you doing?

We can't keep you in the camera lens at the bottom of the pool.

We're not lit for that."

TIME magazine reviewed that picture, and said:

"I'm really lost about Esther Williams' work in the movies...

...but I have to admit, even if I don't like them...

...if nothing else, they had to be very dangerous."

As the guns of the Second World War fall silent...

...Metro-Goldwyn-Mayer is more than ever the envy of Hollywood.

Its personnel are amongst the highest paid in the industry...

...and a great many of their pictures are given lavish budgets.

Arthur Freed's remake of Good News is the quintessential college musical.

The film had been a 1927 Broadway show and an early MGM talkie.

Given the success of the remake upon its release...

...Mr. Mayer believes that the end of World War II means...

...a return to the heady days before the conflict.

But the world has changed and so has Hollywood.

Like so many businesses, they become too successful.

Where, for so many years...

...everything made money, during World War II particularly.

People were crying for entertainment and television hadn't made inroads...

...into any of the motion-picture business at all at that point.

Money didn't seem to be an object. If you needed it, you got it.

If it needed to be improved, let's improve it.

If it costs a little more, don't worry about it.

And I guess they felt that L.B. Mayer was too extravagant.

And then of course, there was this rub with the Schencks.

That was quite obvious.

They felt that he was spending too much time with his racehorses...

...and wasn't paying too much attention to the studio.

L.B. fell in love with horses.

And he was courting a very glamorous lady named Lorena Danker.

And he'd go to the races. And he owned most of the horses.

So for 18 months, nobody ran that studio.

I knew L.B. was doing all kinds of things that might get him broomed someday.

And I wanted to meet the main man, and the main man was Nicholas Schenck.

And he called himself "The General." I said, "Can you fire L.B. Mayer?"

He said, "I am the stockholders."

Ego was the other thing they had.

Intimidation, giant egos and good tailors.

The constant bickering and conflict...

...between the New York office and the West Coast...

...I mean, that's also fascinating.

I'm sure the world thought that MGM was the parent company...

...you know, the holding company.

They weren't at all.

Loew's incorporated, the theaters, put MGM into business.

MGM was the blades that went into the razor...

...the razor being the Schencks.

L.B. Mayer is fond of calling Nicholas Schenck "Mr. Skunk. "

The two men have been quarreling since the late 1920s...

...when Mr. Schenck conspired to sell Loew's and MGM...

...to his then rival, William Fox.

Seeing his growing empire about to experience a coup d'état...

...Mr. Mayer used his considerable contacts in Washington and killed the deal.

Nick Schenck was furious.

But given the success of the studio at that time...

...there was little he could do about it.

This is a different story.

Sold her at $135,000.

Mr. Schenck tells Mr. Mayer in no uncertain terms...

...that he can no longer run the studio from his box at the racetrack.

It's rumored he orders L.B. Mayer to sell his prized stable of thoroughbreds.

It is a bitter pill, made all the worse...

...when most of the horses are purchased by rival movie mogul, Harry Warner.

And it's sold at 135,000.

Mr. Harry M. Warner.

Over the years, Metro has had its share of Oscars.

Cedric Gibbons, the studio's distinguished art director, designed the statue...

...and Mr. Mayer is one of the Academy's founding members.

But from 1946 to 1948...

...not a single major Academy Award...

...is bestowed upon a Metro-Goldwyn-Mayer release.

Worse still...

...the studio's annual output of films has dwindled to half of what it was.

And in 1948, profits are the lowest since the Depression.

By all appearances, Mr. Mayer's dream factory is running out of steam.

A glaring example of the malaise that is enveloping Metro-Goldwyn-Mayer...

...is Joe Pasternak's ill-advised production of The Kissing Bandit.

It proves to be the biggest misfire of Frank Sinatra's MGM career.

You see, in those days, the studios owned theaters.

And that was, to me, wonderful, because owning those theaters...

...they could afford to do sometimes pictures...

...that if they flopped, they flopped.

It wasn't, you know, an earth-shattering event.

How do you do?

I'm terribly sorry.

I haven't owned the horse very long and I...

They could also afford to do films that they thought:

"Well, this will not make money but it's good prestige. It's a lovely story."

It was a wonderful way to experiment and to do exciting things.

Macoco!

The Pirate is a noble experiment in the musical genre.

Arthur Freed's parody of the swashbuckling yarns of yesteryear is a cinematic feast.

Unfortunately, the picture sinks like a stone at the box office.

Nicholas Schenck is determined to put a stop...

...to these lavish and costly productions, and orders L.B. Mayer to abandon...

...his top-heavy executive-producer system and find a new Thalberg.

I think that Mr. Mayer had taken a very competent care of the studio.

They made some fine films...

...but it wasn't entirely his doing and he needed a Thalberg.

The head of the company was persuaded that Dore Schary...

...who had been making pictures at RKO, was the proper man...

...and I think Dore helped persuade him.

Dore was a happy-go-lucky kind of guy. I had some very pleasant times with him.

But he was the most ambitious man I ever knew.

It is July 1st, 1948.

This morning, Dore Schary assumes the position...

...of vice president in charge of production for Metro-Goldwyn-Mayer.

The relationship between L. B. Mayer and Dore Schary...

...seems doomed from the start.

In matters of cinematic taste as well as national politics...

...they're at opposite poles.

Dore Schary is a liberal democrat steeped in the New Deal philosophy...

...whereas the archconservative L.B. Mayer openly supports...

...the House Un-American Activities Committee.

It is my earnest hope that this committee will perform a public service...

...by recommending to the Congress legislation establishing a national policy...

...regulating employment of communists in private industry.

Mr. Mayer had been always, as far as I knew, a conservative.

And I think Dore Schary was what became known as a liberal.

And "liberal" is a word of many meanings.

It is my belief they should be denied sanctuary...

...of the freedom they seek to destroy.

I know Mr. Mayer used to object to it. He said, "Murphy."

"Yes, Mr. Mayer." He said, "What is this new thing now?

If a fellow's hungry, you give him some food.

Is that being liberal?

Nothing new about that. We've been doing this for years."

And he didn't have much patience for this new approach.

L.B. Mayer has always favored sentimental stories that idealize America.

Dore Schary, on the other hand, is a staunch advocate...

...of reality-based motion pictures.

His first project at MGM is Battleground.

A grim, realistic depiction of the Allies' battle for Bastogne.

It is a film that Dore has been trying to make for years.

When it is completed, Mr. Mayer declares it depressing.

The rest of the world calls it magnificent.

Battleground was, I think, the best, truest war picture ever been made.

The director was Billy Wellman, who was a flying sergeant in World War I.

A real tough director, a good director for men.

They had 21 men, I think, or 22 from the original 82nd Airborne Division...

...that had jumped into Normandy before the invasion.

And we trained for three weeks...

...out on a parade ground out here on Wilshire Boulevard.

And we used to start the day going across the parade ground on our stomachs...

...and finish the day by going back on our backs.

And, boy, I wanna tell you, we were in shape.

And finally, a general came out to look us over...

...and they couldn't tell the actors from the soldiers.

And Billy Wellman says, "Great, that's the way I want them."

Well, Wild Bill Wellman was an unusual man.

He was a tough hombre.

To create the atmosphere of desolation and extreme cold...

...we had one of the big stages at MGM, and it was refrigerated to such an extent...

...that when you talked, you could see the breath out of your mouth.

It was freezing cold...

...and always full of mist. It was an eerie feeling.

It was a very realistic experience for all of us.

I really felt that I was in a different world...

...a world of danger, suspense and camaraderie at the same time.

We all commented on it...

...how beautiful they re-created this atmosphere from the battle of Bastogne.

Come on!

Battleground was a wonderful story and a wonderful part.

Mr. Mayer had a different kind of taste.

He had the Garbo, the Jean Harlow, the Myrna Loy...

...the Gable-Tracy taste in those days.

When they did the Boom Towns and all the others...

...with Hedy Lamarr and also Claudette Colbert.

Whereas Dore was more for the common man.

I think he did a picture like The Next Voice You Hear...

...with Nancy Davis, who is now Mrs. Reagan.

And the voice-over was God speaking.

GOD: Are you afraid because you believe...

...that you have earned another 40 days and 40 nights of rain?

Must I perform such miracles in order to make you believe?

That is the end of the message.

This station will continue to stand by for--

The Next Voice You Hear is purely a message picture.

all the pictures he did, he tried to put messages in.

And sometimes the message got in the way of the entertainment.

And I think Dore was addicted to message pictures.

I don't think L.B. ever thought of a message picture.

It's just a coincidence. It's all right, son, it's just a coincidence.

I don't know whether it's God, Pa. I'm scared.

Don't be afraid. It's just a coincidence.

He had a strong feeling...

...against pictures that tried to convey messages of one sort or another...

...whether they were political or religious.

The only kind of message L.B. Mayer likes to hear is:

There's no place like home.

He often remarks:

"The only pictures I like are the ones I can take my daughters to. "

Metro's remake of George Cukor's 1933 classic Little Women...

...is just such a film.

We were known as the studio who made...

...the family pictures, the lovely pictures...

...the pictures that people talk about today.

I can understand why he'd wanna make-- Remake Little Women.

It's the ideal family film.

I think every child should see it today.

- Oh, this looks too good to eat. - It isn't, Meg made it. She's the oldest.

- She is? Brooke and I were wondering-- - Why?

I mean, why should he wonder?

Well, he seems quite taken by your sister's beauty...

...and he wondered if there was anybody...

Well, that is, anybody she liked.

- Did he ask you to find out? - No, no, I just--

Well, you may tell him that we don't like anybody in our house.

That is, we like a great many people, but we don't like young men.

We like young men too, but we don't like young men...

...who wonder about who else we like.

Meg is too young and far too clever to bother about who wonders about her.

It's ridiculous, that's all. Ridiculous.

- You're on fire. - Fire? Oh!

I think most studio heads were more business.

Papa-- Pops was more of a family man.

You were his family.

Mr. Clark Gable.

1949.

Metro-Goldwyn-Mayer is celebrating its silver jubilee.

Fifty-eight of the studio's 80 contract players...

...sit together, break bread and are served L.B. Mayer's famous chicken soup.

This gathering represents the largest assembly of world-famous entertainers...

...ever controlled by a single motion-picture studio.

Mr. Mayer and Mr. Schary preside over the dinner...

...like a proud patriarch and his favorite son.

Yet beneath the festive smiles...

...the studio is slowly beginning to divide itself into two factions...

...with very, very different creative ideas.

Just as at one point early in our lives...

...there was a Mayer group and there was a Thalberg group...

...there was a very definite Mayer group and a Schary group.

In other words, a big organization was shaken...

...by what was going on up at the top.

The days when Hollywood's studios are the primary suppliers...

...of the world's entertainment are beginning to disappear.

A new and more exciting medium is emerging, and it's free.

By the 1950s, theater attendance will fall by half...

...as America stays home to watch Uncle Miltie...

...Dave Garroway or Kukla, Fran and Ollie.

At MGM, Mr. Mayer does everything in his power...

...to stop this impending disaster.

I begged Mr. Mayer to let me go on television.

I went to his office, I said, "It'll be terrific.

Because I'm brand-new in the movies and people don't know me.

If I went on that television thing... They call it television."

He said, "That's a little black box that'll never amount to anything...

...and you can't do it."

And he wouldn't let me do it.

So MGM, they were very old-fashioned.

Mr. Mayer really did not see the end of the golden era.

Ladies and gentlemen, introducing America's number one television star:

Your June bride...

Mildred Berle.

People often ask what happened to that era.

It's simple, you know?

In 1948, there were a million television sets sold in this country.

In 1950, there were more than 3 million television sets sold in this country.

And at that period in time, people started staying home.

You had to make a damn good movie to make it work.

like it or not, television is here to stay...

...and Metro's filmmakers begin to search for ways to expand their horizons.

MGM had an idea that you had to make movies in a studio.

Not only musicals, but musicals more than any.

And On The Town, being a movie about sailors...

...24 hours in New York...

...It seemed to Gene and to me that we had to be in New York.

What it really took was, Gene was such a big star...

...that he was adamant that we film part of the picture in New York.

They reluctantly, extremely reluctantly, agreed.

We tried to think of places where we could control those crowds.

Because it wasn't just those artists, but this music was playing...

...blasting off the soundtrack.

And if they heard Frank Sinatra's voice and they saw Kelly and Sinatra...

...and they saw people moving and singing and dancing and cameras and lights...

...It collected thousands of people.

It was hell.

And the soundtrack was blasting and the people were watching.

You can see it in the movie, actually.

Behind the statute of Prometheus...

...you'll see thousands of people behind the wall.

In 1950, the ground around him is crumbling.

Louis B. Mayer is presented with an Academy Award...

...in recognition of his lifetime achievements.

This is truly a thrilling experience.

I've been very fortunate in being honored in many ways...

...but this stands out above all because it's from the men and the women...

...in the industry I loved and have worked so hard in.

He loved running his studio. It was like an empire.

Louis B. Mayer could make a star. I mean, literally.

That can't be done anymore. The people make the star.

But in the motion-picture business, Louis B. Mayer could take somebody...

...off the street and make them a star. There was a machine there.

He'd take people, he'd give them voice lessons...

...he'd give them singing lessons, dancing lessons...

...he'd give them French lessons.

He had the best songwriters, he had the best writers.

You take a look at the list of people that were under contract to him...

...it's frightening.

You just can't do that anymore.

There isn't anybody in this business that can make a star.

Not anymore, I don't think.

Mayer could.

One of Mr. Mayer's greatest discoveries was Judy Garland.

As her star rose at Metro-Goldwyn-Mayer, her personal problems did as well.

To many, it seems as if she's at war with herself...

...and her inner torments and frequent absences...

...make her an increasingly hazardous risk to any production.

Judy and I used to laugh all the time when we worked together.

She used to be a very gay and gloriously funny girl.

I like to say that, because now everybody, after her death, is always calling me up...

...some journalist, and saying, "What a tragedy."

She usually brought joy to everybody...

...and in her early days, was a very glorious, gay girl.

Minnelli: She got a hold of pills and when we married...

...she was taking very many of them.

I didn't know it.

And then we went to New York for our honeymoon...

...and she threw the pills in the East River.

Said she was through with them.

But the minute we got back, anything that happened at the studio...

...she would take the pills.

L.B. Mayer would get a hold of these psychiatrists, you know...

...and send them up and so forth.

And I would wait...

...and they'd always come out the door and say:

"But there's nothing wrong with her, you know.

She's a charming girl."

And I would say, "Wait."

They would be called for, 4:00 in the morning...

...and they'd run away screaming, you know.

At the time of Annie Get Your Gun...

...when we had to stop production and recast the picture...

...we took her out of the picture.

And then we said to her:

"We'll take care of you for an entire year. We'll spend all the money that's needed.

You've got to get over whatever your problems are."

How!

And she refused.

But she said she would take care of herself.

She said, "I know I need some help."

And apparently, she went away by herself.

And when she came back, It started all over again.

After Summer Stock, she said she was all prepared...

...to go into Royal Wedding.

And as soon as she started that, the same things took place.

She didn't show up for rehearsals.

She complained about this, she complained about that...

...and we had to finally make a decision.

And the decision was, she obviously couldn't work with Fred Astaire anymore.

Fred wouldn't put up with it.

And we put Jane Powell in it...

...and we told Judy that was the end of the line.

Judy Garland was never given any drugs by Metro-Goldwyn-Mayer.

Mr. Mayer didn't sanction anything for Judy.

No one on that lot was responsible for Judy Garland's death.

Unfortunately, Judy chose that path.

I think Judy just got lost somewhere.

And I think there were too many demands on Judy.

I get so mad when people say unkind things about Judy.

They just seem to remember all the unfortunate things...

...that happened to Judy.

Judy was one of the warmest, most loyal...

One of the funniest ladies I have ever known.

You know, just talking to you about it makes me cry.

It was just absolutely beautiful.

She had a magic all of her own that...

It’s hard for me to talk about her.

Of all the stars in Metro-Goldwyn-Mayer's heaven...

...few burned quite as brilliantly as Judy Garland.

In many ways, Judy's dramatic struggles...

...foreshadow the end of MGM's golden age...

...for the creative and ideological differences...

...that separate Mr. Mayer and Mr. Schary are growing.

When Dore Schary brings in director John Huston...

...to make The Asphalt Jungle, Mr. Mayer is aghast.

He protests, "It's full of nasty, ugly people.

I wouldn't walk across the room to see something like that. "

Only the author of Little Caesar could tell so dramatic a story.

Only the director of The Treasure of Sierra Madre...

...could film it with such power.

Only once in a decade does the screen come up...

...with such absorbing characters.

Sam Jaffe as Doc.

He's got a million dollars in that little black bag...

...and a jitterbug cost him every dime of it.

The byword were message pictures and everybody of my era was saying:

"When are we gonna stop doing message pictures?"

It's rocking the boat, you know, with the old-timers.

Of course, the new ones that came in, they didn't sense this at all.

What's the big idea standing there staring at me, Uncle Lon?

Don't call me Uncle Lon.

- I thought you liked it. - Maybe I did.

I don't anymore.

I had the market send over some saltmackerel for you.

I know how you love it for breakfast.

Some sweet kid.

It's late.

Why don't you go to bed?

The people that were in these pictures...

...and the people who directed the pictures...

...they all agreed with Dore Schary.

It was just like turning the studio upside down...

...because there were certain things that were countermanded.

And one wanted it a certain way and then Schary had it the other way.

And I think that was brought out pretty well...

...with Red Badge of Courage.

Fire!

Whoop-a-dadee, here we are. Everybody fighting.

Blood and destruction.

Huston's production of The Red Badge of Courage...

...is based on Stephen Crane's story of a single battle...

...during the war between the states.

The film will come to symbolize the civil war...

...that has erupted at Metro-Goldwyn-Mayer.

The making of The Red Badge of Courage...

...became a kind of cause célèbre at MGM.

And L.B. Mayer was very much against it and Dore Schary wanted to make it.

The contest became rather vituperative.

It became a political affair.

So I went to see L.B., and said, "Look...

...I'm not all that keen to be the cause of a division in the studio.

And if you don't like it, why, I'd just as soon drop it."

And he said, "John Huston, I'm ashamed of you...

...to hear you talk like that.

Do you believe in this picture?"

And I said, "Yes, I do."

"Well, then," he said, "you should fight for it.

Regardless of what I think.

I don't believe in it and I'm fighting against you.

But if you believe in it, you fight for it.

Don't ever let me hear you talk like that again."

He was a marvelous showman.

And he couldn't resist even an audience of one.

By the summer of 1951...

...Louis B. Mayer has reached the end of his rope.

The heated disagreements between himself and Dore Schary...

...are now a daily occurrence.

After one particularly violent argument...

...Mr. Mayer confidently picks up his direct line to New York...

...and gives Nicholas Schenck an ultimatum:

"It's either me or Schary. "

The date is June 23rd, 1951 .

This morning, Louis B. Mayer was fired.

After 27 years as the undisputed ruler...

...of the most powerful motion-picture empire on earth...

...the old monarch is the victim of a palace coup.

Mr. Mayer's ultimatum gives Nick Schenck...

...the opportunity he's been waiting over 20 years for:

The chance to fire L.B. Mayer.

I think it was disgraceful.

One of the men who were members of the board of directors...

...was the head of the Chrysler Corporation.

And Louis B. Mayer had been given a Chrysler car.

On the day that he spoke to Nick Schenck on the phone and said:

"I'm afraid you have to chose between us" ...

...and Schenck said, "Well, in that case, I'm gonna chose Schary" ...

...L.B. packed up and got ready to go.

During that short interval, they took away the car.

It was a struggle, they used to say, between New York and Hollywood...

...because Nick Schenck was based in New York.

I don't know that I was shocked, but it's certainly a big surprise.

The man whose name is there...

It wasn't Metro-Goldwyn-Schenck, It was Metro-Goldwyn-Mayer.

It wasn't between Mayer and Schary, It was between Mayer and Schenck.

And obviously Schenck won out because Mayer left.

There are many here...

...to whom I owe a great vote of thanks.

And I have appreciation in my heart.

Without their aid, their loyalty and devotion...

...I would not be standing here taking the bow.

Today Mr. Mayer walked out of these gates for the last time.

It's August 1951 .

Over the next few years, he will make an attempt...

...to regain control of MGM through a hostile corporate takeover.

His former son-in-law, David Selznick, advises against it...

...urging him to consider public service.

He says, "Eisenhower, Warren, Hoover, all these men are your intimate friends.

I'm not alone when I say you're allowing your bitterness...

...to color your thinking to a dangerous extent."

Louis B. Mayer is an angry and a lonely man.

His time, once a precious commodity, is now spent gardening.

Visiting the racetrack.

It was a sad time around there.

I used to see Mr. Mayer after that at the track.

I said, "How you doing, Mr. Mayer?"

He said, "Well, you see, they all came with me."

All the producers there and the experts, the people with power...

...had evidently told Mr. Mayer...

...if he leaves, they'll come with him.

His box was empty.

Nobody there.

Now that Dore Schary is running the studio...

...and despite his personal affinity for message pictures...

...during his tenure, he will put into production...

...such mainstream films as Scaramouche...

...Mogambo, Ivanhoe, The Bad and the Beautiful...

...Julius Caesar, High Society...

...and Vincente Minnelli's magnificent portrait of Van Gogh, Lust for life.

Dore Schary was a great big teddy bear.

He had a wonderful mind and a beautiful soul.

I just thought he was a great guy. I loved him, he was a very simple man.

But a lot of people thought he was not heavy enough to handle a studio.

I thought he was.

Despite the many changes buffeting Metro-Goldwyn-Mayer...

...one thing remained sacred:

The studio's commitment to musicals.

And Arthur Freed's Show Boat is one of the most profitable in years.

Ladies and gentlemen...

...It is with exhilarating gratification...

...that I bring my theatrical offering to your fair community.

Arthur Freed's musicals are so popular, he's given exceptional autonomy.

Always eager to experiment, he gathers together Vincente Minnelli...

...Gene Kelly...

...and a young Parisian discovery, Leslie Caron.

Together, they launch Mr. Freed's most ambitious production to date:

An American in Paris.

I remember when Irving Berlin was visiting...

...and the sets were being built and so forth...

...Arthur Freed and Gene Kelly and myself went with Berlin...

...showed him all the sets and described what would happen and so...

And finally, he said:

"Do I understand that you boys are planning on ending this picture...

...with a ballet, 20 minutes, and no dialogue after that?"

And we said, "Yes."

He said, "I hope you know what you're doing."

I said, well, that's all we needed, because we were--

Our hearts were in our mouth. We were...

It was very daring in those days to do it.

The difficult thing about doing American in Paris...

...and being tied down to a particular piece of music...

...was seeing that the--

You saw what an American student of painting on the Gi Bill of Rights...

...would feel about the city, and see it the way he would see it...

...through the eyes of these various painters.

So it was a tough job picking the painters...

...and it was a tough job not over-dancing the dance...

...so that the dance took precedence.

And I think we sort of pulled it off.

After winning eight Academy Awards for An American in Paris...

...Arthur Freed and Gene Kelly, along with Stanley Donen...

...set out to create an affectionate look at the early days of Hollywood.

The picture will become one of the most beloved musicals of all time:

Singin' in the Rain.

Now when we talk about Singin' in the Rain...

...It seems like the wonderful title for the movie.

But at the time, if you really look at the movie, the only reason...

...to call it Singin' in the Rain is because that number turned out so well.

But there's no real reason that picture's called Singin' in the Rain.

It's not sort of the theme of the picture.

The picture would have been better to have been called Hollywood.

I always laugh about a Jean-Luc Godard comment...

...that film is truth 24 times a second, because in my opinion...

...film is a lie 24 times a second.

Everything is prearranged, predigested, rehearsed...

...thought out, worked out, written down and then eventually photographed.

No musical number is not organized down to the last eyelash.

And the puddles were even organized.

The puddles had to be placed, and we had to work out...

...how far he was gonna be able to move to splash in the puddle.

And then we had to dig the cement out on the street...

...and make it hold the water.

It's an appearance of truth 24 times a second...

...but it's all organized.

We are all working the strings.

It's hard work. Dancing is hard work.

It takes a long time to make it right, to get it right, months and months.

And I remember sitting under the piano one day.

Everyone was rehearsing, I was so exhausted.

I was sitting under the piano, crying away, and all of a sudden...

...legs walk by the piano, and a voice says:

"What's the matter, little girl? Why are you crying?"

I said, "I'll never learn how to dance, it's too hard.

I'll never learn how to keep up with Gene Kelly and Fr--"

And I'm very sad for myself.

And so this hand reaches underneath and pulls me out, and it's Fred Astaire.

He said, "Now, Debbie, learning to dance is the hardest thing you can do.

But you have to work hard...

...because that's the only way you can be perfect.

Come and watch me rehearse for a few minutes." He never let anyone watch.

Fred Astaire rehearsed with a guard on the gate, on the door.

And he had a drummer and a cane and Hermes Pan.

He would go through the steps, he would create the steps...

...with the cane and the drummer only.

And he was brilliant, you know, of course.

So I got to sit on the floor...

...and I watched Mr. Astaire rehearse for about two hours.

And he broke the cane, threw the cane, he got so frustrated.

He looked at me and said, "This is how tough it is.

This is how tough it is to learn to do things really well...

...and to be great. If you can be, and you can be.

Now, you get back in there and practice some more."

To compete with the increasingly popular phenomenon of television...

...Hollywood is engaged in a frantic race to develop new technology...

...to lure customers back to the movie theaters.

The most successful of the many innovations is Cinemascope.

Metro-Goldwyn-Mayer is a pioneer in the use of this new wide-screen format.

The technique opens up a majestic new world...

...for moviegoers and moviemakers alike and makes a medium...

...that is already larger than life appear even bigger.

It is 1954.

Arthur Freed celebrates his 25th year at MGM...

...by transporting Gene Kelly, Van Johnson, Cyd Charisse...

...and director Vincente Minnelli to Brigadoon...

...the mythical Scottish village that comes to life once every 100 years.

We were going from wide-screen into Cinemascope.

So when we got a print, take, on the wide-screen, they said--

Vincente would say, "Now we're gonna do one for Cinemascope."

So I watched as it took them another 45 minutes...

...to put this big camera on and relight and widen the thing.

So finally I said, "I'm shooting two pictures."

I went to Dore Schary and said:

"I'm shooting two movies. I should have two salaries."

But Dore said, "Yes, you're shooting two versions, that's right.

And you're getting one salary, Van, and be glad that you're getting it."

And I walked out very meekly.

I never did that again.

They're calling all stars...

...at MGM's Hollywood studios to gather on Stage Number 27...

...for the most costly single photograph ever taken.

A group picture for a Look magazine feature...

...on "A Day With the Stars. "

As Metro-Goldwyn-Mayer celebrates its 30th anniversary...

...Dore Schary gathers Culver City's stars together for a publicity photo.

At the studio, It is a time of financial retrenchments.

Despite the success of such pictures as An American in Paris...

...and Singin' in the Rain, expenses are up and profits are down.

Nicholas Schenck demands that Metro reign in its expanding operating budget.

Among the first to feel the effects of this decision...

...are Culver City's collection of stars.

As astonishing as it may seem, within the space of two short years...

...virtually every single one will be released from their contracts.

The seemingly indestructible studio system has begun to crumble.

The New York office orders Dore Schary to prune Culver City's dead weight.

The relentless economy drive cuts deep...

...into production budgets, technical departments, personnel.

June Allyson, Clark Gable, Greer Garson...

...Van Johnson, Frank Sinatra, Spencer Tracy, Esther Williams, gone.

One by one, Metro-Goldwyn-Mayer's brightest stars pack up and move out.

We were raised to do as we were told.

We're gonna do that movie, we're gonna be there at 6 a.m...

...we're gonna do our makeup, we're gonna make that film...

...we're gonna do the fittings, we're gonna go on tour...

...for that film for six weeks, we're gonna ballyhoo every film...

...we're never gonna refuse an autograph, we're gonna do our job.

We never questioned anything because we were taught to say yes.

But we were not aware of all of the changing going on in New York...

...that was going to ultimately destroy all of our careers.

All the stars, these great stars, sat home.

I can almost compare it...

...to having lost my late husband.

You're suddenly stepping on emptiness...

...after being on solid ground for so long.

And you suddenly step out, and it's not the same planet you were on.

When they finally dropped me, I was scared because--

I mean, I had four children. You know, a wife and four children to support.

And all of a sudden, that check every week was not coming in.

I was almost naked, alone in the world.

What am I going to do, you know? Very frightening, very frightening.

The changing times and the trend toward realism in the cinema...

...brings forth a new breed of performer.

Actors who are hired by the studio on a picture-by-picture basis and trained...

...not in the dream factories of Hollywood, but on the streets of New York.

It was a very natural kind of acting...

...that was coming out of the streets.

The Actor's Studio in New York was exactly that kind of place.

The training that they had at that time was from the streets.

The stories and the plays they were doing at that time were about the streets.

James Dean was set to appear in Somebody Up There likes Me...

...when he was killed in a car accident.

The role of the tormented prizefighter, Rocky Graziano...

...makes a star out of a relatively unknown actor, Paul Newman.

You never ask nothing, you just tell things. Why don't you ask me?

like, how's Norma? How's--?

What am I doing here in New York when I got a fight in Chicago?

- If you don't like it, get out of here. - "Get out of here, get out of here."

That's all you can do is talk tough, but you ain't so tough.

You wasn't tough to take the decision from Ma...

...when she told you to quit fighting.

And you've been fighting that one in your head ever since, haven't you?

Yeah, and you still ain't won, and you never will.

Because it's all over for you, no matter how much booze you take.

But it ain't over for me.

I got a wife, I got a kid.

I got a home in Ocean Park...

...where I'm fighting Tony Zale for the championship of the world.

I ain't gonna be decisioned out of nothing, especially by you.

It was a whole great new time that was happening.

Cameramen were coming off the streets.

They were beginning to shoot the real thing.

One of the most controversial films produced under Dore Schary...

...is Blackboard Jungle.

It pulls no punches in unfolding a disturbing drama of delinquent youth...

...to the beat of rock 'n' roll.

When the picture hits the streets, parents and teachers are outraged.

Yeah, when Blackboard Jungle opened, the day that it opened in New York...

...some teacher was thrown off the roof by some guys from a gym class.

They thought that the movie had influenced them.

No, it was just an expression of the time.

Now, it's pronounced "da-di--"

It was a new beginning of some kind...

...with different kind of people, with different aims in life...

...who could control their lives for a split second.

It was electrifying.

And suddenly, you began to believe in a different kind of acting...

...which had to do with reality.

That was the streets.

That's why I wanted to make the movie.

Whoever threw that, you'll never pitch for the Yanks, boy.

They didn't have much faith in that movie...

...when it was being made or right afterwards.

A lot of them thought It was communist propaganda.

I think it was the music that upset them so much at first.

I was in New York when the picture opened.

I go in the theater, it's packed.

And I'm watching the movie, there's no sound.

Not only no music, nothing.

No dialogue, totally silent.

I ran back, I wanted to talk to the manager.

"Where's the sound?

Why isn't the sound playing?"

He said, "We don't play the sound with this picture. We don't play it."

I said, "Why?"

He says, "These jerks get up from their seats...

...and they start to dance in the aisle."

I said, "listen, if you don't put the sound on right now...

...I'm gonna kill you.

Right here in the booth."

Many rules were broken in order to obtain this kind of reality and freedom.

Because once they appeared on the screen, the ticket buyers reacted to it...

...just as well as the people who were gonna play them.

Yes, you know this young man.

You've heard more about him than any star personality in the modern...

Elvis Presley begins a 14-year association with MGM in Jailhouse Rock.

I was making a picture and I heard that Elvis Presley...

...was shooting a number next door. I loved to go watch the musical numbers.

And while he's getting dabbed and mascaraed and powdered and painted...

...he looks out, and he--

I could read his lips. He said, "Is that Van Johnson?"

And I said, "Can he see me that far? Good eyes."

So he just went like this:

And I was so impressed, I bowed.

I guess I did. It was like royalty.

You insulted my father, my mother and me.

And it's just unforgivable.

What do you expect? I come out, have a little beer.

Then some broad pushes me in a corner with some stupid question.

They were bringing you into the conversation.

They can shove their conversation. I'm not even sure they were talking English.

- I'll drive you back to your hotel. - I'll walk.

I think I'm gonna just hate you.

You ain't gonna hate me.

I ain't gonna let you hate me.

How dare you think such cheap tactics would work with me?

That ain't tactics, honey.

That's just the beast in me.

Jailhouse Rock is one of Metro's biggest hits in 1957.

Unfortunately, it does nothing to ease MGM's financial straits...

...and the effects of this reverberate all the way back to the East Coast.

In New York, the corporate boardroom is rocked with management crises.

Nicholas Schenck, deprived of his old nemesis, L.B. Mayer...

...has now become the focus of the studio's problems.

In 1955, he relinquishes the presidency...

...and he is eased into the ceremonial post of chairman of the board.

His replacement is the founder's son, Arthur Loew.

But in less than one year, he will resign and be replaced...

...by the head of theater operations, Joseph Vogel.

Meanwhile, back in Culver City...

...in a bid to revive the studio's dwindling box-office returns...

...Mr. Schary sends Raintree County into production.

The Civil War epic is based on a best-selling novel...

...and stars Elizabeth Taylor and Montgomery Clift.

When it is finally completed, the picture holds the dubious distinction...

...of being the most expensive MGM film ever produced in America.

Upon its release, critics call it a thinly disguised attempt...

...to recapture the magic of Gone with the Wind.

The public agrees with that assessment and stays away.

In 1957, for the first time in its history, Loew's MGM loses money.

The New York office had seen the economic disaster coming...

...and in November 1956, Dore Schary was released from his contract.

Six years after being forced out of MGM...

...L.B. Mayer entered the hospital for a checkup.

He never left.

Today, October the 29th, 1957...

...Mr. Mayer died of leukemia.

His old friend and studio publicist, Howard Strickling, was at the deathbed.

He heard the old tycoon mutter his last words:

"Nothing matters.

Nothing matters."

I cried...

...when I heard about Mr. Mayer having passed on.

He meant everything in the world to me.

He gave me my place in the sun.

I loved Mr. Mayer very much.

I thought that the industry had lost a great, great, great leader.

And I thought he was a man to be admired.

And he'd done a great job.

He'd gone into a fledgling industry...

...and he'd made it work, and he'd been the leader.

He was, without question, the king of the crowd.

I remember going to the hospital to see him.

He was still preaching to be a good girl and "don't forget you have children now" ...

...and still the family man.

He was wonderful.

It's very sad.

I think when he went, he took the studio with him.

So he didn't really lose.

It was 1955 when Metro-Goldwyn-Mayer finally accepted the fact...

...that television was here to stay.

Faced with the inevitable, the New York office decreed:

"If we can't beat them, we'll join them."

Hello, ladies and gentlemen, and welcome to the M-G-M Parade.

It's my pleasure each week to open the studio gates...

...and invite you all to be my guest.

Come in with me and have a look into one of the great treasure chests...

...of the entertainment world, the MGM studio.

This is Culver City's first attempt at a TV show.

The studio sees it as a way...

...to sell movie stars and motion pictures to TV audiences.

It's a disaster and is quickly taken off the air.

The management's next move is to recycle its past successes.

The most popular of MGM's early television programs...

...are revamped, recast and reformatted versions...

...of the studio's serious films of the 1930s.

Even Dr. Kildare finds a new lease on life.

Right now.

MGM had made about 12 movies about Dr. Kildare.

They were wonderfully successful with Lew Ayres and Lionel Barrymore.

And when they were getting into television, which they had resisted for a long time...

...they thought, "How about a series about this?"

Dr. Kildare was really a product of the '50s.

It was a show of '50s kind of mentality and values.

And those lingered on into the '60s for a while.

I wanna die.

She tried it again.

It was a good show, and a seriously made show.

And the whole medical format wasn't worn out at that time.

And it appealed to that old American sense of the common good.

Oh, please, please, let me.

Suture setup, stat.

Oh, please.

Please, I wanna die.

MGM still didn't really think television was worth paying much attention to...

...because they were, you know, the king of features.

You had the feeling, even though MGM...

...was very vital in a lot of features, a lot of television was being done...

...that somehow there was a downward motion.

There was a certain anxiety.

You could feel a little bit of a fear lurking in the corners of the management.

And you had a feeling that the golden-- The real golden years were finished.

Television has brought forth a new era in entertainment.

In an effort to compete...

...MGM turns to something you can't see on television: sex.

I don't mind making a fool of myself over you.

Well, I mind. I feel embarrassed for you.

Feel embarrassed.

- I can't live on this way. - But you agreed to accept that condition.

I know I did, but I can't. I can't.

Very few playwrights...

...or other writers could write women as well as Tennessee Williams.

He was terrific.

Those women were bursting into a new world...

...literally.

Sex for them was not a forbidden subject.

It was a form of expression.

The heat has made you cross.

Mm-hm. Give me my crutch.

Why don't you put on your nice silk pajamas, honey...

...and come on down to the party?

There's a lovely cool breeze.

Give me my crutch, Maggie.

Lean on me, baby.

Hmm. You got a nice smell about you.

- Was your bath water cool? - No.

I know something that would make you feel cool and fresh.

Alcohol rub. Cologne.

No, thanks. Then we'd smell alike, like a couple of cats in the heat.

She's sort of the indestructible Elizabeth Taylor, you know.

Arthur Freed told me that in orchid growing--

He was a great orchid grower, Arthur Freed.

--when one orchid grows from a stem which is quite different from the others...

...It is called a sport, the one that really shows itself.

You don't nurture it to do that, It just happens.

Well, there are those sports in life.

Elizabeth Taylor is certainly one of them.

Elizabeth Taylor is the last of the great stars to emerge from Metro-Goldwyn-Mayer.

She signed her first contract with the studio in 1943...

...after an appearance in Lassie Come Home.

I was making the picture Lassie Come Home.

Now, at that time, I met a man named Taylor...

...who kept talking to me about his beautiful daughter.

And when you're a Hollywood movie producer...

...and people keep telling you about their daughter...

...they're not gonna stop till you meet the daughter.

Now, she came in outfitted in a purple velvet dress...

...with a little cap, also purple.

Her eyes were purple.

I passed out practically when I looked at her. I have never seen anybody...

...as beautiful as Elizabeth Taylor at the age of 7 or 8.

She entered into a contract at MGM, which I think went on for 24, 25 years.

Her last picture was Butterflied 8...

...and see didn't like it when she sat in the projection room and saw it.

When it was over, she took off her shoes and threw them at the screen.

It is one of Hollywood's little ironies...

...that the performance Elizabeth Taylor dislikes the most...

...is the one that earns her an Academy Award.

I don't really know how to express my gratitude...

...for this and for everything.

I guess all I can do is say thank you.

Thank you with all my heart.

The golden age of Metro-Goldwyn-Mayer musicals...

...reaches its peak with Arthur Freed's Cinemascope production of Gigi.

The film will become the biggest hit of his illustrious career.

Gigi is an Alan Jay Lerner and Frederick Loewe adaptation...

...of a novel by a French author, Colette.

Vincente Minnelli's depiction of an innocent young girl's first love...

...sparkles like vintage champagne.

Minnelli: Freed and I had wanted to do Gigi for a long time.

Finally, he cornered Alan Lerner...

...and Alan agreed to do the script and do the score with Fritz Loewe.

And this was after My Fair Lady.

And so we went to Paris, and a lot of it was written there.

I based it on Sem, the caricatures...

...because Colette had written about real people.

And company.

Minnelli: And Sem had drawn these people...

...so it was easy to set the style.

Good afternoon.

As you see, this lovely city all around us is Paris.

And this lovely park is, of course, the Bois de Boulogne.

Pardon me.

Basically, it's awfully good.

She wrote it as a kind of a throwaway.

It was never con--

She never considered it one of her major works, like Chérie and so forth.

People, in those days, went to pictures produced by a certain company.

And MGM had a great reputation for quality and style.

There were certain types of movies that MGM was particularly good at.

Musicals was the perfect example.

For some reason, MGM just knew how to do it better.

And in fact, the musicals were better.

Gigi is an unparalleled triumph.

It sweeps the 1958 Academy Awards, winning an unprecedented nine Oscars.

The film is also Arthur Freed's last major success...

...at the studio he has called home for more than 40 years.

And I am doubly honored tonight...

...in receiving this presentation from Miss Bergman.

Thank you.

Metro-Goldwyn-Mayer is entering a stormy and uncertain era...

...and the studio turns to its past in order to find its future.

Sol Siegel is in charge of Culver City in 1958...

...when MGM gambles that a remake of Ben-Hur...

...will be the blockbuster to top all previous blockbusters.

The silent Ben-Hur of 1925 had put the studio on the map...

...and it is hoped that the new version will reestablish its preeminence.

No expense is spared in the elephantine production.

Staggering are the figures trumpeted by the Publicity Department.

Three hundred sets, 10.000 extras...

... 100.000 costumes and 1.5 million props...

...all under the control of one man, director William Wyler.

It was a tough schedule.

Every dollar that was spent got on the screen.

Now, in fact, the film was made entirely overseas...

...except for about four days of retakes on one interior.

And even in Rome, the MGM imprimatur covered the whole undertaking.

The sets were real tile and the mosaics were real mosaics.

Now, it was not cheap, but it was better than you could have gotten here.

Then they tore them down.

If they hadn't, there'd have been nine Italian producers...

...elbowing each other to shoot on them the day after we left.

We shot from-- It was something like the last week in May...

...until the second week in January.

And of course, I had two second units to work with as well.

If I was...

Had an early finish with the first unit, they'd say:

"Chuck, you'd better go over and work with Yak on the chariots."

As in the 1925 version, the chariot race is Ben-Hur's greatest thrill.

Director William Wyler entrusted the crucial segment...

...to second-unit director, Yakima Canutt.

The nine minutes of film requires a full three months of shooting...

...on a $1 million set.

It's a marvelous sequence.

I think two things are significant about it.

One, it's--

There are no special effects in it. It was all full-scale...

...with real chariots, real people.

Steve Boyd and I drove a great deal of the footage.

In my perception...

...Yakima Canutt made the chariot race and Willy made the film.

And I said to him one day when we were resting the horses:

"I got about all I can do handling this one team all by myself.

We're gonna start shooting this sucker in 10 days or so...

...and I'm not certain I could cut it with eight other teams out there."

He looked at me and he said, "Chuck, you just stay in the chariot.

I guarantee you're gonna win the damn race."

And indeed I did.

They won't do those films again because they're too expensive.

They were really taking a big chance with Ben-Hur, of course.

If Ben-Hur had somehow not come through...

...that would all have been a shopping mall.

As Metro-Goldwyn-Mayer basks in the success of Ben-Hur...

...It is forced by the government to divest itself...

...of its highly profitable chain of motion-picture theaters.

MGM will be the last motion-picture studio to comply...

...with what comes to be known as the consent decrees.

It was the end of the golden goose...

...because Washington took it upon themselves to decide...

...that the studios could no longer own the theaters.

So they decided that that was a monopoly...

...and they broke the theaters away from the studios.

Again, it was perceived to be an advantage...

...to the independent theater owners.

As it turned out, it wasn't.

It hurt theater exhibition everywhere.

As long as each studio had a means of showing the pictures...

...they could count on a certain amount of screen time.

When they were denied ownership of the theaters...

...and everything was in an open-bidding situation...

...It became chaotic.

Now!

As the studio system fades into history, so does the authority of studio executives.

Directors are beginning to demand more and more creative control.

One of the ways to secure it is to shoot on location.

When Metro-Goldwyn-Mayer agrees...

...to finance the production of Doctor Zhivago...

...the picture's director, David Lean, insists the film be made entirely in Europe.

Mr. Lean requires absolute control of every aspect of the filmmaking process.

He says, "Directing has got to be a very selfish job.

The more the movie is one person's point of view, the better. "

Help me, brothers, for the love of God.

Come on.

Yuri, the child is dead.

MGM was never what you would call a forward-looking studio...

...in the sense of wanting to give the creator control.

David Lean was not used to that sort of relationship...

...and was shooting on a distant location...

...so it was extremely hard for anybody to control him.

But in any event, Lean had gone out and filmed...

...I guess in Holland, all the flowers that you could possibly film for days upon days.

Despite these many thousands of feet, David was not satisfied...

...and wanted to go back and shoot at a later time.

And that began to be a big contest.

Finally, Lean won it...

...went back and shot some of the most gorgeous film there ever was.

Did that make a difference in the picture?

Probably.

It's a power play. Everybody's looking for power...

...and the minute somebody starts to get it, they want more of it.

And it got to the point where the studio had little or no control over pictures...

...other than to supposedly pull the plug or cut off the purse strings...

...or whatever cliché you want, and that's not a very good weapon.

This is Academy Award winner, Lee Marvin.

An action guy...

...at work or play.

Today, it's work.

Another sign of the changing times...

...is MGM's acceptance of antiheroes and graphic violence.

In the old days...

...if a director such as Robert Aldrich had suggested a picture like The Dirty Dozen...

...L.B. Mayer would have punched him, thrown him out...

...banished him from Culver City.

He would also have lost a lot of money.

The Dirty Dozen will wind up number six...

...in the studio's list of all-time moneymakers.

Bob Aldrich told it like he saw it, and he had seen it.

And they asked him in The Dirty Dozen to please take out that portion...

...of where Jim Brown is dropping not only gasoline...

...but he's putting in those hand grenades in order to blow up this castle...

...and the people in it.

And Bob Aldrich said an expletive, and he said, "No."

He said, "I won't take it out."

He said, "People have to know what war is about.

And if you think that war is a wonderful thing that, you know...

...all they do is dance and carouse and have fun."

He said, "People are getting killed, man." And he said, "They've got to know it."

And he says, "I wanna show it to the people."

Bob Aldrich didn't make it like a motion picture.

He made it real and raw.

And that's the way it was.

Millions of years ago, before the human race existed...

...an adventure began.

An adventure that ultimately leads man to confront his own destiny.

2001 : A Space Odyssey is by far the most experimental film ever financed...

...by a major Hollywood studio, at least in 1968.

With this motion picture...

...the movie industry enters a new age of technological possibility.

Metro-Goldwyn-Mayer...

...grants director Stanley Kubrick unprecedented creative autonomy...

...and the finished work reflects the purity of that vision.

Stanley Kubrick operates very secretively in all circumstances...

...and particularly if he thinks you wanna know what he's doing.

So, uh...

As I remember that picture...

...that was a picture controlled out of New York.

Open the pod bay doors, HAL.

HAL: I'm sorry, Dave. I'm afraid I can't do that.

The company in California resented that.

Took a look at the script and said, "That's not gonna be any good anyway."

And that was the constant conflict between New York and California.

This mission is too important for me to allow you to jeopardize it.

I don't know what you're talking about, HAL.

I know that you and Frank were planning to disconnect me...

...and I'm afraid that's something I cannot allow to happen.

The studio didn't have a lot to do with the making of that picture.

All they ever heard was "send more money," and they never got to see any film.

But in any event, that kind of thing went on all the time.

So there were New York projects and there were Hollywood projects.

And unfortunately, with the kind of competition and jealousy there was...

...people would hope that the other person's project would fail to succeed.

Throughout the 1960s...

...MGM is desperately trying to regain its position of dominance...

...in the film industry.

At the studio, big-budget productions are in vogue.

A number of these films are extremely successful...

...while others do little more than strain...

...Culver City's already limited resources.

They're off.

The Grand Prix de Monaco, staged by director John Frankenheimer...

...filmed by the MGM-Cinerama cameras is underway.

MGM went through a period of time when every big film affected its future.

And the reason for that was that they were not doing terribly well.

These films required a large investment in both time and money...

...and they would get to the point that if these pictures--

Particularly one or two pictures a year. --did not go out and do well...

...the cash flow is affected for the subsequent year...

...and they'd have to make fewer pictures.

So by the time these landmark pictures came out...

...they were the most expensive, they were the riskiest...

...and the studio's future was on the line.

Because either there would not be enough cash flow for other product...

...or they'd have to go out and borrow money.

And that's a lot for a single picture to have to have as a burden.

It is 1969.

Metro-Goldwyn-Mayer has reported a loss of $35 million.

The biggest problem at MGM...

...is that no management stayed in long enough after the mid-'60s...

...to really be proven one way or the other.

I went through so many changes at MGM.

So many, I think four corporate takeovers, three of which were successful...

...and perhaps as many as 10 studio heads and chairmen of the board...

...that you get inured to that sort of thing.

And you just move on. "Well, what do I do tomorrow?"

And it was a signal to the rest of the world that MGM was no longer the power...

...or the influence or the creator that it used to be.

Scene camera markers.

Action.

In the '60s, we were gradually moving...

...from the one big unit of people making pictures...

...into a series of people coming on the lot.

We were getting individual companies coming on...

...and there wasn't the intimacy that had existed all these years at MGM.

It was completely different from being the "Let's all get in and do it" type...

...to "I'm gonna do it first" type.

So I was pretty glad that I was near retirement age.

I wasn't too unhappy to quit, to be out of it.

It was a different world.

In the summer of 1969, Metro-Goldwyn-Mayer's corporate tower...

...is raided by a Las Vegas financier, Kirk Kerkorian.

In a matter of four months, the battle is over.

Mr. Kerkorian now owns a controlling interest in the studio...

...and promptly installs his own management.

It says here that Kirk Kerkorian is a self-made millionaire...

...with a penchant for risk-taking.

At the studio, he is known simply as the principal shareholder.

It's a designation that suggests power and anonymity.

In a business that's built upon conspicuousness...

...Mr. Kerkorian operates away from the public eye.

He doesn't participate in Hollywood's social rituals.

He has plans for MGM...

...but moviemaking isn't necessarily one of them.

Essentially, in the '70s and '80s...

...MGM stopped making movies, which is too bad.

I'm a personal friend of Kirk Kerkorian's...

...and I play tennis with him and he's a good guy...

...but filmmaking is not what he does.

It isn't really what he cares about doing.

MGM has come a long way...

...from the original vision of L.B. Mayer and Irving Thalberg.

The studio no longer tries to maintain the illusion...

...of the quote "close-knit family enterprise. "

It is now very clearly operated as an impersonal corporate entity...

...and its day-to-day operations are under the control...

...of a former television executive, James Aubrey.

He felt that the company was old-fashioned.

He felt that the old-fashionedness was hurting the company.

I'm not sure I agree with that.

And he therefore felt that he needed to break the tradition.

He needed to change the attitudes.

And his idea of changing attitude...

...was to take Thalberg's name off the Thalberg Building.

The first thing that changed...

...was that someone decided that backlots really were not necessary...

...and that this real estate could be turned into cash, which was needed at the time.

The backlots were 65 acres of wonderful outdoor sets...

...that included places, like, where there were boats and islands...

...and the St. Louis street which was built for Meet Me in St. Louis...

...and the wonderful waterfront streets that had been built for various pictures...

...that supposedly took place in foreign countries.

And Lot 2 where the Andy Hardy Street and the New York Street...

...where Singin' in the Rain had been photographed.

And all these things were still in pretty good shape...

...and were still in constant use.

I suppose it's surprising that it's lasted this long...

...so much of it still intact here.

This street, for example, where all of the Andy Hardy movies were shot.

As you can see, the lawns and the shrubbery have been looked after fairly regularly...

...the houses painted.

The Hardy family lived in that house.

Polly Benedict, his girlfriend, lived across the street.

The church is up there at the end.

These 38 acres of outdoor streets and squares...

...and villages from just about every period in history...

...have been sold to the Levitt Multi-Housing Corporation...

...for $5 million.

With Culver City's backlot about to become a housing development...

...the new management turns its attention to MGM's magnificent collection of props.

For $1.4 million...

...Metro-Goldwyn-Mayer's treasures are turned over to an auctioneer.

Antiques, costumes, weapons, paintings, boats and cars all go under the hammer.

Greta Garbo's gowns, Judy Garland's ruby slippers...

...sold to the highest bidder.

Fifteen thousand, high bid, twice.

Fifteen thousand dollars, high bid. Third and last call.

Are you all through? Fair warning.

And they are sold.

My heart shed a few tears. I, um...

You know, when I was there, who would ever think?

I mean, MGM was indestructible.

The lion was going to roar forever, you know.

And then to see it decline little by little. You say, "Maybe it will come up again."

And then, no, and they sold the backlots.

And I think, "Oh, my Lord." Those lots were wonderful, you know...

...with streets and lakes and things, gone.

Well, I went up to the head of the studio and I said to him:

"You can't let Lot 3 go because it's already a Disneyland.

It's already there.

You just add a turntable, and let people drive in and you charge them money.

I'll be at the gate every day. I'll get other stars to come. We'll sign autographs."

I said, "It's already made for you."

Well, later on Universal did it.

I mean, if a little dumb girl from Burbank could see that...

...why couldn't they see it?

And the shame of it is, why didn't they see it?

It's too late now.

The assets of the studio were stripped...

...to contribute to Kerkorian's Las Vegas empire.

That always was what he was interested in.

When he bought it 20 years ago...

...he appointed a great old maverick named Jim Aubrey to run it.

And they basically segued from extraordinary pictures...

...like Ryan's Daughter and Doctor Zhivago to Shaft.

Metro-Goldwyn-Mayer is no longer a motion-picture studio...

...in the classic sense of the word.

However, as the years pass...

...MGM does continue to release a limited number of films...

...but they're primarily independent productions...

...that have been financed or simply acquired by the studio.

Mr. Kerkorian's interests lie elsewhere.

He sells Metro's distribution apparatus and its overseas chain of theaters.

The MGM logo appears on another hotel, this time in Reno, Nevada.

In 1979, Mr. Kerkorian's attorneys release a statement that says:

"MGM is a hotel company...

...and a competitively insignificant producer of motion pictures."

In the early 1980s, Mr. Kerkorian purchases United Artists...

...and Metro-Goldwyn-Mayer becomes MGM/UA.

Following the acquisition, Culver City assumes an enormous debt...

...and Mr. Kerkorian begins to search for someone to buy the beleaguered studio.

In 1986...

...media mogul Ted Turner purchases MGM/UA for $1.5 billion.

MGM was in a bad spot.

The old MGM had been gone for quite a while.

MGM, in the old days, took the high road.

They did such things as Captain Courageous and Boys Town...

...and The Red Badge of Courage and Ben-Hur and A Tale of Two Cities...

...and on and on and on.

Mr. Turner owns Culver City for exactly 74 days...

...when he is forced by the crushing debt to sell off parts of the acquisition.

I would have liked to have continued making movies...

...and seeing if we could recapture some of the former glory...

...but it became very apparent once the deal was consummated...

...that we weren't going to--

Didn't have enough capital to do that.

So I had no other choice but to sell the assets that I sold.

It was a very painful decision...

...because I really would have liked to have kept them and tried to bring it back.

Mr. Turner sells United Artists and the MGM logo back to Kirk Kerkorian.

The studio itself is sold to Lorimar Telepictures.

Mr. Turner is left...

...with Metro-Goldwyn-Mayer's library of classic films.

Probably no other single studio in the early days of film...

...had such an impact on the entertainment business and...

I mean, that's a pretty important part of history.

There are numerous opinions...

...as to what brought about the end of Louis B. Mayer's dream factory.

Some believe the dream ended when Irving Thalberg died.

Others think it was the firing of the studio's patriarch, Mr. Mayer.

Many are convinced it was Dore Schary and his message pictures.

And there are those who believe...

...It was the end of Metro-Goldwyn-Mayer's phenomenal star system.

Television most certainly played a large part in Metro's demise...

...as did the government's order stripping the theaters away from the studio.

Was it the constant changes in executive management...

...that brought down the motion-picture empire?

Or was it the surge of independent filmmakers...

...and Metro's lack of control over them?

Maybe it is simply this:

The passing of the years and the end of an era.

A moment in time that can never be again.

On a gray afternoon in November of 1986...

...the Metro-Goldwyn-Mayer sign is removed from the Culver City lot.

There is no MGM now.

It's gone.

But happily, we still have those films.

We still have The Wizard of Oz, Gone With the Wind.

We still have Singin' in The Rain, and I'm glad of that.

There's no place like home.

The golden age of Metro-Goldwyn-Mayer is gone.

While the name lingers on in one form or another...

...the empire is no more.

And yet, its creations remain with us.

Farewell, Copperfield.

I shall be happy to improve your prospects.

MGM's library of classic films is a unique legacy.

A myriad of bright images...

...introducing a world of adventure, of romance, of beauty.

The motion pictures outlived the factory...

...the artists, the craftsmen who created them.

Continuing to feed our memories and our dreams...

...forever reminding us of that legendary time...

...when the lion roared.