Anglo-Saxon Attitudes: Artifice, Absurdity, and On Approval

A minor grace note in golden-age Hollywood’s history is the British actor Clive Brook. In his cinematic heyday (from the 1920s to the early 1930s), Brook was, according to DeWitt Bodeen, the best-known and highest-paid English film actor in Hollywood. Although he had a long career in silent films (he made movies with Clara Bow and was the star of Joseph von Sternberg’s early gangster classic, Underworld), Brook is probably perceived today as the quintessential Britisher, a performer who, writes Philip Kemp, “spent his screen career playing the kind of Brits besides whose upper lips ferro-concrete would look flabby.” No doubt this image is the result of his two best-known roles: As the upper-class patriarch in the 1933 adaptation of Noel Coward’s there-will-always-be-an-England Cavalcade; and (talking about ferro-concrete lips) as Marlene Dietrich’s veddy-proper once-and-future lover in 1932’s Shanghai Express. Brook is so teddibly proper in the latter film that his hair never even gets mussed; it seems to have been plastered to his skull with a thick coat of black boot polish.

Having such a mental image, cast in ferro-concrete as it were, of Brook, this may be why viewers are so charmed to discover the actor’s single foray into directing and producing, his freewheeling, very unproper 1944 film adaptation of Frederick Lonsdale’s hit 1927 stage comedy, On Approval. Lonsdale was a successful British playwright who flourished Between the Wars (his best-known work, The Last of Mrs. Cheney, was several times adapted into films, including versions starring Norma Shearer and Joan Crawford). His plays, says The Cambridge Guide to Theatre, were “social comedies dealing ironically with polite manners.” And “mannered” is certainly what Brook’s film adaptation is. As per the definition given by our trusty Encarta World English Dictionary, ‘mannered’ means “affected or artificial”—and artifice is very much the film’s point. An exercise in high style, On Approval is not so much a study in character as a display of stylized attitudes. It’s as formal and precise in its construction as a P.G. Wodehouse novel or The Sleeping Beauty ballet—and just as delightful.

Disagreeable people: Beatrice Lillie, Roland Culver, & Clive Brook

Although the play of OA is today recognized as a small-scale comic classic, it had a bit of a rough start. According to Lonsdale’s biographer (and daughter), Frances Donaldson, several potential backers turned down OA because they viewed it as “an unentertaining play about a lot of disagreeable people in whom no audience could be interested” (Donaldson herself admits she had thought OA trivial and unreal, with little chance of success). However, OA’s ‘disagreeableness’ is its very essence. The play may be what’s called a ‘comedy of manners,’ but such a description doesn’t say what kind of manners. Those of OA’s two major characters—the formidable, and formidably wealthy, widow, Maria Wislack (Beatrice Lillie in the film), and the languidly aristocratic George, Duke of Bristol (Brook)—are abominable. They’re both selfish, spoiled, petulantly demanding, and impossible to live with; moreover, they dislike each other only in the way that persons of matching temperament can, snidely commenting on each other’s faults while comically oblivious to their own.

It’s the discovery of these faults, by the play’s other two, “nice” characters, Richard Halton (Roland Culver), Maria’s long-suffering swain, and Helen Hayle (Googie Withers), an heiress enamored of the Duke, that concerns the play. Its plot, a variation on the ‘suitor test,’ follows the four characters’ interactions during a month in which they are closeted together in an experimental (but platonic) living arrangement to see if the two couples will suit each other for married life. (Hence the title: “On approval” is a British expression meaning to try out a product before deciding to buy it.) By play’s end, however, Richard and Helen have had enough. Exhausted by the other pair’s rampant egos, they escape the house where they’ve been conducting their design for living, but manage to leave Maria and the Duke trapped there by a snowstorm. The curtain falls as the latter pair face the prospect of forced co-habitation for another month, condemned to a Dantean quid pro quo via the fitting punishment of each other’s company—an experience that, Richard and Helen hope, will transform them into kinder, gentler, and more marriageable people.

Devoted suitor: Roland Culver & Beatrice Lillie

Needless to say, all of this is played for laughs. The play works as an exchange of barbed bon mots, Maria and the Duke skewering each other’s coddled little selves, while Richard and Helen are all the time catching on to their real natures. Lonsdale’s construction is masterful, keeping the action spinning between only these four characters in a variety of ways, so that its energy never flags. But Lonsdale was also a sharp observer of human nature. The story may be absurd, but the characters remain believable in their behavior. For example, although Maria proposes the living arrangement to test Richard’s compatibility for marriage to herself, she must then suffer the mortification of a fed-up Richard finally turning her down. Underlying the play’s situations and high-flown repartee, as Kemp points out, is an “urbane cruelty” that demonstrates a “scorn for the British aristocracy,” particularly in the character of the self-absorbed, self-satisfied Duke, whose greatest humiliation is to be compared to the equally self-regarding Maria.

Design for Living: Roland Culver, Beatrice Lillie, Clive Brook, Googie Withers

Kemp notes the play was already a “consciously artificial” product (four people isolated in a house, bouncing comic lines and situations off each other), and that the temptation in filming it might have been to “inject some measure of ‘realism’” into the adaptation. However, says Kemp, Brook’s adaptation (he directed, co-wrote, and co-produced, as well as starred in the film) “does exactly the reverse, making the piece still more mannered and artificial.” Indeed, Brook flies with it; he sends the play’s artifice up to such dizzying heights of contrivance that it seems to exist on a rarefied level of oxygen. To call a piece artificial in style is not to criticize it. Not every work of art need be a display of down-home grunge. One definition of ‘artificial,’ as per Encarta, is “created by culture,” meaning an artifact clearly produced by its generating civilization. When applied to a work of art (something already artificial to begin with), the result is a product that is consciously constructed to ‘reveal’ its construction. In other words, no pretense at surface realism is made—the concept of realism, at least as applied to art, being only a convenient construct anyway.

This lack of realistic pretense Brook flaunts abundantly, even mockingly, right from the film’s start. Made during the height of World War II, OA’s first shots are of actual battle footage: Machine guns rattling, air craft swooping, bombs bursting away—until suddenly a bored, slightly puzzled-sounding voice on the soundtrack asks: “Oh dear, is this another war picture?” That voice-over, coming out of nowhere, reminds us viewers that we’re only watching a film; it immediately whisks us out of grim reality and into another world entirely. The sense of being at several removes from daily life is heightened further when, after an added-on prologue, during which the narrator (E.V.H. Emmett, the voice of the veddy British Gaumont newsreels) nostalgically recalls a past world “so much more stately and dignified” (although there’s nothing stately or dignified in the story we’re about to witness), Brook begins the play proper as a play—as if it’s being presented in a theater, on a stage. Only, as with a Busby Berkeley production number, the film we’re watching could never be contained within a proscenium.

Exotic birds: Beatrice Lillie & Googie Withers in Cecil Beaton’s elaborate gowns

All of Brook’s OA is like that—it uses what the British film history All Our Yesterdays calls “engaging stylistic tricks” to further separate us from any pretense at realism. One device Brook uses to accomplish this is to shift the play’s time period. Lonsdale set his play in contemporary times, meaning circa 1927, when the idea of an unmarried, co-habitating couple was still daring. But by 1940s wartime (according to David Shepard on OA’s DVD liner notes), Maria’s proposition would have lost some of its shock value. So Brook moved the action back to the 1890s, when living together without, as it were, benefit of clergy would have been a minor scandal (Brook adds an amusing scene in which the servants, horrified at the thought of potential hanky-panky amongst the foursome, indignantly leave the house en masse). The change to the Victorian period makes the setting, action, and characters appear even more stylized and unreal. The men seem always clad in either formal evening wear or woolly tweeds; while the women sweep through the film’s elaborate sets bedecked and bedizened in Cecil Beaton’s flamboyant dresses, which look as ruffled, frilled, and pleated as the plumage of exotic birds. It’s Victoriana as theater: Sets and costumes function as characters in their own right; while the practice of the actual manners themselves—in the way the actors gesture and move, their vocal rhythms, even in glances exchanged across space—assumes an intricate choreography of its own.

A prime example of this kind of heightened stylization in the film occurs in the scene, soon after the play-within-the-movie starts, when the narrative voice-over directly asks the Duke how he lost his money. Women, replies the Duke, turning to the camera. The voice persists: Yes, but how did you lose your Big money? Big women, the Duke ripostes. This exchange is in Lonsdale’s play, where the inquirer is Richard asking the same questions of the Duke. However, the film makes a crucial change. By having the detached voice-over query the Duke (and by having the Duke answer), the implied “fourth wall” of drama, in which the actions set before the viewer are understood as taking place in their own reality, is broken; the Duke, by turning to the camera and addressing the voice, is also, by extension, addressing us sitting in the movie theater (or in our living rooms, watching the DVD). The film lets us know that there’s nothing separate, or real, about what we’re watching.

Involvement with women: Googie Withers & Clive Brook

Furthermore, Brook made a small but significant alteration to the Duke’s dialogue here. In the play, the Duke’s second answer to the second question is merely to repeat the one word, “Women.” But note the difference made by Brook: By adding the word “Big” to the Duke’s second response, he not only sharpens the wit of the Duke’s answer—big women corresponding to big money—he turns what was, in the play, a conventional roué’s answer into a flight into the absurd. It’s a line that could have come from Groucho Marx: The idea of “Big money” being lost on “Big women”—Brook emphasizing the word “Big” with his sharp, clipped pronunciation—brings up in our minds, however fleetingly, an odd, incongruous image of just what kind of women the Duke has been involved with.

This nonchalant, seemingly casual attitude on OA’s part toward the precarious margin between the real and the absurd is what makes it so funny; its style is to appear unconscious of how artificial it is. Much of this effect is due to its quartet of superb performers, who roll off the droll, epigrammatic lines with the kind of flair and understated skill we associate with British acting. Perhaps the greatest revelation for classic-film buffs is the performance by Clive Brook himself. There’s nothing at all proper about Brook’s Duke; he’s as light (and as fresh) as a breeze, his enunciation of such lines as “we are too moved to eat,” or “you needn’t trouble to lock your door, Maria—only the rain will want to come in,” glides nimbly between the insouciant and the peeved. He finds his perfect foil in Roland Culver’s Richard, whose comic solemnity contrasts perfectly with Brook’s airy absurdity, like a gravely dignified Laurel contending with an elegantly condescending (albeit thin) Hardy. The film may be most famous for the presence of the great Beatrice Lillie, in a rare film appearance as the fractious widow. Kemp describes her as giving “a Lillie performance, at once spiky and stately like an overbred stick insect” (what a mental image that brings up!), which adds “one more bizarre touch to the general gallimaufry.” Pauline Kael notes that OA contains what she calls the ultimate Beatrice Lillie line: “You will find the dinghy by the jetty” (not in the original play). In its rhythmic juxtaposition of its words (dinghy/jetty), the phrase achieves a level of sublime nonsense; Lillie delivers it with a straight face, as if it was the most natural thing in the world to say.

A Merry Quartet: Beatrice Lillie, Roland Culver, Clive Brook, & Googie Withers (note the profile)

Our own favorite of the quartet, however, is the beautiful Googie Withers as Helen. Withers is peerless in OA; she’s cool, smart, and serenely comic, her eyes twinkling with mischief, her voice oozing honey. She’s superb in the proposal scene (“tell me the color of my eyes”), and has a particularly funny bit marching back and forth to the kitchen to fetch bread, butter, and cream for the demanding Duke’s lunch; note how William Alywn’s music wittily underscores her increasing, wordless agitation expressed through her manner of walking. Brook must also have admired Withers’ beauty; he displays her Grecian profile prominently throughout the film. In fact, the surreal dream sequence near the end actually presents the actress as a Greek statue—standing in profile, of course, the better for us to admire her gorgeous visage. Noir fans know Withers as the star of two iconic noir films, It Always Rains On Sunday and Night and the City, but she had a long stage career in Shakespeare, as well as co-starring in films with such noted (British) comics as Will Hay, Jack Buchanan, and George Formby (she can also be glimpsed as one of Margaret Lockwood’s friends in Hitchcock’s The Lady Vanishes). In OA Withers does the one thing that no one associates with artifice: she makes it sexy.

Off for an experiment in living: Roland Culver, Clive Brook, Beatrice Lillie

Not every viewer of OA responded to Brook’s absurdist flourishes. His film seemed to evoke a love-it-or-hate-it reaction. In his Beatrice Lillie biography, Bruce Laffey dismissed the film in two sentences, saying it was “not destined to greatness”; Lillie herself didn’t even mention the movie in her memoirs. James Agee, however, put OA on his list of best films for 1945 (when it was released in America), writing that he would “have to fight off superlatives”; and Pauline Kael has enthused about it, calling the film “a dadaist English comedy,” and praising Brook’s acting and directing. We’re heartened to add that Videohound’s Golden Movie Retriever also liked the film, describing it as a “hilarious British farce in which two women trade boyfriends.”

Well, yes and no—the trading part, that is. As we noted earlier, Lonsdale’s original play ends with Maria and the Duke about to face joint durance vile; it’s left to audiences to wonder what might happen next. Brook, however, supplies an answer in an added scene, the comic nightmare shared by Helen and Richard, in which they dream of the Duke and Maria alternately romancing and mauling each other. Brook’s fancy really takes off here: To say that a talking moose head plays a vital part in the proceedings doesn’t begin to capture it. Yet Brook’s touch remains sure; the scene is hilarious without descending into the merely bizarre. The resulting pairing off of the couples (we’ll leave that for you to discover, but it shouldn’t come as too much of a surprise) seems both quite right and, shall we say, quite proper. Indeed, our reaction to the film’s ending is that we wished there was a sequel. But after finishing OA, Brook never made another film (except for an appearance in John Huston’s The List of Adrian Messenger), confining himself to stage and TV work. What other movies he might have made can only be speculation. It may be enough, however, that this archetypal (at least to American eyes), stuffy-seeming British actor once channeled the soul of the greatest representative of the English nonsense tradition, Lewis Carroll—out of which has come a singular classic of cinema absurdité.

Manners, manners: Beatrice Lillie, Clive Brook, & talking moose head


Agee, James, Agee on Film, New York: Modern Library, 1958, 2000

Banham, Martin, ed., The Cambridge Guide to Theatre, Cambridge University Press, 1995

Barr, Charles, ed., All Our Yesterdays: 90 Years of British Cinema, London: British Film Institute, 1986

Bodeen, Dewitt, “Clive Brook, 1887-1974,” Films in Review, Vol. XXVI, #6, 1975

Craddock, Jim, ed., Videohound’s Golden Movie Retriever, New York: Cengage Learning, 2010

Donaldson, Frances, Freddy Lonsdale, Melbourne, London, Toronto: William Heinemann Ltd., 1957

Kael, Pauline, 5001 Nights at the Movies, New York: Henry Holt & Co., 1982, 1985

Kemp, Philip, “Cry Ho! The Eccentricities of On Approval,” Film Comment, Vol. XXXV, #5, September-October 1999

Laffey, Bruce, Beatrice Lillie: The Funniest Woman in the World, New York: Wynwood Press, 1989

Lonsdale, Frederick, On Approval: A Comedy in Three Acts, London: Samuel French Limited, 1927, 1928

Shepard, David, “DVD Liner Notes,” On Approval DVD, Image Entertainment, Inc., 1996

UPDATE: On Approval can be viewed on YouTube—Click here.

Leave a comment


  1. A film full of delicious delights that shine through the rather ratty copy that shows up on television occasionally.

    Thank you for a sublime dissection of a true classic.

    • Thanks for your nice comment! The Image Entertainment DVD of On Approval has a pretty good print of the film, w/a much improved soundtrack over the worn copies usually heard on 99-cent DVDs.

  2. I wonder if anyone has seen the BBC TV production of “On Approval” (1982), a really delightful version of this play with a brilliant cast. Jeremy Brett (“Sherlock Holmes”) plays George, Penelope Keith (“To the Manor Born”) plays Maria, with Benjamin Whitrow as Richard and the wonderful Lindsay Duncan (Servilia in “Rome”) as Helen. It was shown on “Masterpiece Theater” in the U.S. I saw a repeat of it a few years ago when the show was celebrating its anniversary. The artifice and clockwork construction of the play you refer to in the post really come through in that version, the way they do in an Oscar Wilde comedy.

    • We saw the Keith-Brett version when it originally played on Masterpiece Theater back in the 80s (revealing our age here!) – it’s a very funny version of the play; it also sticks to the original 1920s setting. Jeremy Brett was such a brilliant actor; his interpretation of Sherlock Holmes was superb. And Keith is always hilarious – we’ve seen her also in To the Manor Born; her comic playing is incisive and beautifully done. Both these versions of On Approval (the ’44 film & the tv version) are actually posted in full on YouTube.

  3. Simone Kendrick

     /  May 17, 2011

    Awesome review! I enjoyed this movie only recently and you’ve really educated me more about the details of the movie. It’s always fun to learn about something you enjoy!

    • Thanks for such a nice comment! We’re glad to know that we helped you enjoy the movie more – it’s a very funny film and one of our own favorites.

  4. Wonderful work


Got a comment? Write it here!

Fill in your details below or click an icon to log in: Logo

You are commenting using your account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s

%d bloggers like this: