The first forty-five minutes of Only Angels Have Wings is mostly continual present action. Jean Arthur arrives in a South American port town, looking around–followed by two possible ne’er-do-wells (Allyn Joslyn and Noah Beery Jr.)–and the film tracks her experience. Great direction from Hawks, beautiful cinematography from Joseph Walker. Pretty soon she discovers they’re not ne’er-do-wells but ex-pat American fliers doing mail deliveries.

It actually takes a while to understand the mail outfit, with Jules Furthman’s ingenious script taking its sweet time to reveal everything. Arthur with Joslyn and Beery–then meeting adorable entreprenur Sig Ruman–seems like its doing character introduction on Arthur and maybe some setting setup, but it’s not. Arthur’s going to get character introduction and ground situation stuff done, but not in these opening moments. And while it’s establishing the physical setting, it’s only hinting at it. It’s moving the action to it without actually establishing it. Arthur’s only on layover, after all. Her boat leaves before dawn the next morning.

Instead, Hawks and Furthman are subtly using this time to acclimate the audience to the setting. All that stuff about the town and the boat, it’s not really important, what’s really important is the hotel slash bar slash airport. Ruman’s co-owner is Cary Grant, who shows up about eight minutes in. Hawks and Furthman have already done an extraordinary amount of work in those eight minutes. And there’s no time to establish Grant when he does arrive because it’s time for the mail to go out and so there’s an airplane action sequence. Hawks excels at the airplane action sequences. The miniatures are always spot on, the actual airplane footage is breathtaking (and terrifying).

It’s after the twenty-five minute mark–so twenty minutes left in the opening “prologue”–before real character work on Grant starts happening. There’s a lot of exposition and implied stuff. There’s the entirely functional introduction of Thomas Mitchell during that first action sequence; he’s one of the main characters, but he’s a stranger to Arthur and the audience for the first ten minutes he’s on screen. Because Hawks has got a tense action sequence to do and it comes first.

Once Arthur and Grant finally do start getting talking and flirting, Wings momentarily becomes almost a romantic dramedy. Furthman’s dialogue, Arthur and Grant’s chemistry, it’s a break from everything going on in this microcosm Hawks and Furthman have submerged the audience in.

But Only Angels Have Wings isn’t some short subject about Jean Arthur’s layover with some ex-pat fliers before she continues on her way. It’s not even about what happens when she decides to stay because, well, she just found Cary Grant in the jungle and he’s single. At the forty-six minute mark, the film shifts protagonists. Those first forty-five minutes were to transition to top-billed Grant taking over from second-billed Arthur. Hawks and Furthman have gotten the audience acclimated and it’s time to get into everything else, like Ruman and Grant’s business failing and the constant danger of the mail delivery.

The next section of the film, which really runs to the end as far as pacing goes, but the next big event in the film is the arrival of Richard Barthelmess. He’s got history with Grant and Mitchell, but Grant needs a new pilot, leading right away to some great action sequences. But Barthelmess isn’t alone it turns out, he’s got wife Rita Hayworth with him. And Hayworth’s got some history with Grant.

Furthman and Hawks are able to get away with the one-two punch of Barthelmess and Hayworth and all their baggage with the existing cast and it never comes off contrived. It’s even gently foreshadowed. So the whole thing then becomes about this group of people–Grant, Mitchell, Barthelmess, Hayworth (and the other pilots to some degree)–figuring out how they’re all going to exist in this place. Because even though everyone’s flying around, they’re all stranded. The passenger boat only comes every couple weeks, which means Arthur is still around, moving through the film–mostly removed from the subplots save for her now prickly relationship with Grant.

The film resolves the romance stuff by the end of the second act. Furthman’s script always takes the time to do the scenes right–there’s other stuff going on too, Wings gets away with bubbling up subplots whenever it wants, specifically ones involving Ruman and Mitchell.

Then the third act starts with a bang, only to keep intensifying to almost excruitatingly intolerable levels, both through action and drama. The drama then moves on to echo and resolve items introduced at the beginning and during the character setup. It’s a phenomenal script.

All the acting is great. Grant’s able to toggle between his nearly screwball romance with Arthur to the weight of being this flier in a constantly dangerous situation to being a manager. He’s got a slightly different relationship with every one of his pilots, something the film never stops acknowledging. Arthur gets this big stuff at the opening–in the forty-five minutes–and then has to share the rest of the film, only her story isn’t always the most interesting since she’s basically just waiting, so her scenes have to count. They do. Apparently Hawks hated her performance but she’s what makes Grant work the way he does. She unsettles him.

Barthelmess is awesome. He and Mitchell have the hardest parts in the film, but Mitchell gets to be both lovable and sympathetic. Barthelmess gets neither. Until Hayworth somehow makes him sympathetic. She and Grant have these complex, layered scenes together–basically all of their scenes together–and they give Grant some very different character development.

But never at the expense of Hayworth or Barthelmess. They get their character development too. Hayworth getting it a lot less dramatically than Barthelmess.

And then Ruman’s great. He’s louder than most of the characters in the film, but it makes him lovable. Also great is Victor Killian as the radio operator. He’s never loud; he steals scenes quietly. He and Arthur have this whispering scene and it’s stunning.

Only Angels Have Wings is this fast, complex, beautifully made–everything about the production is stellar, down to the costumes–wonderfully acted strange little big movie. Hawks has all sorts of ambitions, some he realizes on his own, some he needs the actors for. But damn if he doesn’t accomplish them all. Even if he didn’t like Arthur’s performance.

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