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===1932–1936=== Milestone was troubled by film directors' declining control within the studio system and supported [[King Vidor]]'s proposal to organize a filmmakers' cooperative. Supporters for a [[Directors Guild of America|Screen Directors Guild]] included [[Frank Borzage]], [[Howard Hawks]], [[Ernst Lubitsch]], [[Rouben Mamoulian]] and [[William Wellman]], among others. By 1938, the guild was incorporated, representing 600 directors and assistant directors.<ref>Baxter, 1970 pp. 48–49: "Frank Borzage, Lewis Milestone and King Vidor [had attempted to creat with DeMille] an independent production group called The Director's Guild."</ref><ref>Millichap, 1981 p. 60: "Milestone [sought] to form a small independent production unit under the creative control of the directors themselves."<br />Durgnat and Simmon 1988 pp. 172–173: "The colleagues most actively committed to the plan [The Screen Directors Guild] were Lewis Milestone and director [[Gregory La Cava]]." And Milestone "among its founding members." Other directors who favored a guild were [[Herbert Biberman]] and [[Henry King (director)|Henry King]].<br />Whitely, 2020: "Milestone was a founding member of the Directors Guild and was one of the few major directors of the Golden Age to work as a freelance, refusing every opportunity to sign long-term contracts with the big studios."</ref> In the mid-1930s, Paramount Pictures was experiencing a financial crisis that inhibited their commitments to their European film stylists such as Josef von Sternberg, Ernst Lubitsch and Milestone.<ref>Canham, 1974 p. 85: "the strong European influence at Paramount was on the wane, a factor that might be very relevant in accessing Milestone's apparent decline in the mid-Thirties."</ref> Under these conditions, Milestone experienced difficulty in locating compelling literary material, production support and proper casting. The first among these films is ''[[Rain (1932 film)|Rain]]'' (1932).<ref>Canham, 1974 p. 82: "The high quality of Milestone's directorial abilities opened up a broad spectrum of opportunity to him, but the pitfalls of fame and the studio system were not to be forgotten."</ref><ref>Millichap, 1981 Preface: "When Milestone combined strong literary matter with his cinematic style, the result was memorable cinema. When stuck with a weak literary vehicle, an indifferent production team, or studio miscasting, he often produced mediocre results. "<br />Koszarski, 1976 p. 317: "by the late 30s the innovative flair that had marked his earlier work had dampened."</ref><ref>Baxter, 1971 p. 135: Regarding Paramount finances, bankruptcy.</ref> [[Monogram Pictures|Allied Artists]] assigned Milestone rising star [[Joan Crawford]], who was known for her silent film roles as a flapper, to play prostitute Sadie Thompson. Crawford expressed disappointment with her interpretation of the role.<ref>Millichap, 1981 p. 63: "Crawford's "performance in Rain, like the film, has been generally panned, and almost every comment on the film insists she was miscast{{nbsp}}... [v]iewed today, Crawford's interpretation generates considerable power{{nbsp}}... it seems hard to discover a screen actress who could have done better with the role."</ref><ref>Miller, 2007: Crawford: "I don't understand to this day how I could have given such an unpardonable bad performance. All my fault, too -- Milestone's direction was so feeble I took the bull by the horns and did my own Sadie Thompson. I was wrong every scene of the way."</ref> Milestone was not yet affected by the [[Hays Code|Production Code]], and his portrayal of the overwrought Puritan missionary Reverend Davidson ([[Walter Huston]]); his rape of Thompson blends violence with sexual and religious symbolism using swift cutting.<ref>Miller, 2007: "Although the Rev. Davidson was made a reformer rather than a missionary and references to his sexless marriage were dropped, it was still quite clear that he raped her and then committed suicide."<br />Canham, 1974 p. 84: "subjects involving the Church had to be handled with kid gloves" even in the Pre-Code period.<br />Millichap, 1981 p. 63: Huston's "characterization of the maniacal missionary Davidson has also received scant approval." p. 67: On the rape of Thompson.</ref> The film was termed "slow and stage-bound"<ref>Canham, 1974 p. 84: "The resulting film was slow and stage-bound, enlivened only by the fervor of Walter Houston's bigot."</ref> and "stiff and stagey".<ref>Baxter, 1970 p. 133: Rain (1932) with Joan Crawford as Sadie Thomson and Walter Houston as the minister, was stiff and stagey."</ref> Milestone said of ''Rain'': {{blockquote| I thought [audiences] were ready for a dramatic form; that now we could present a three-act play on the screen. But I was wrong. People will not listen to narrative dialogue. They will not accept the kind of exposition you use on the stage. I started the picture slowly, too slowly, I'm afraid. You can't start a picture slowly. You must show things happening.<ref>Canham, 1974 p. 84: "Milestone was definitely courting fate when he took the material completely seriously since the language had to be toned down considerably" whereas as a silent film treatment could eliminate explicit verbal passages through "visual suggestion{{nbsp}}... but the talkies had to talk."</ref>}} ''[[Hallelujah, I'm a Bum (film)|Hallelujah, I'm a Bum]]'' (1933), which was released during the [[Great Depression]], was an attempt by United Artists to reintroduce singer [[Al Jolson]] after his three-year hiatus from film roles.<ref>Arnold, 2009 TCM: "Al Jolson vanished from movie screens for nearly three years. When he finally did reappear, it was in perhaps the most offbeat and innovative film of his career{{nbsp}}... it proved to be the biggest nail in his professional coffin. Hollywood producers no longer considered him a star of the first magnitude."</ref> The film is based on a [[Ben Hecht]] story, with a score by [[Rodgers and Hart]] featuring "rhythmic dialogue" delivered in song-song; its sentimental, romantic theme of a New York City tramp was received with indifference and dismay by moviegoers.<ref>Millchap, 1981 p. 69: Milestone engaged Rogers and Hart "to liven the script through the device of rhythmic dialogue" which they had used to good effect in [[Rouben Mamoulian]]'s ''[[Love Me Tonight]]'' (1932). (Milestone specifically denies the influence of Mamoulian Lubitsch" on his 1933 film.</ref> Film historian Joseph Millichap observed that "the problem of this entertainment fantasy was that it brushed aside just enough reality to confuse its audience. Americans in the winter of 1933 were not in the mood to be advised that the life of a hobo was the road to true happiness, especially by a star earning $25,000 a week."<ref>Millichap, 1981 p. 69: ".the public chose not to be diverted." p. 70: "sing-song fashion" in delivery. And "The 1930s seemed a strange time to be sentimentalizing tramps." Also see p. 77: ".the film's ambiguity about economic issues{{nbsp}}... shattered any artistic unity Milestone might have created."<br />Arnold, 2009 TCM: "he songwriters not only penned several new songs{{nbsp}}... but they wrote sections of rhythmic, rhyming dialogue - much as they had for their recent pictures Love Me Tonight (1932) and The Phantom President (1932). This is where much of the film's innovative effect lies."</ref> Milestone's effort to make a "socially conscious" musical was generally ill-received at its New York opening and he had difficulty finding a more serious film project.<ref>Baxter, 1970 p. 133: "an attempt at a socially conscious Depression [era] musical{{nbsp}}... seemed like half-baked [[Rouben Mamoulian]]."<br />Canham, 1974 pp. 84–85: Milestone "struck out again [after ''Rain''] with ''Hallelujah, I'm a Bum'' at this point in his career, Milestone seemed to be faltering."<br />Arnold, 2009: ".n February 8, 1933, the picture finally opened in New York City. Most of the reviews were poor."<br />Millichap, 1981 p. 69:"only interesting as a rather bizarre failure." p. 77: "''Hallelujah, I'm a Bum'' is not so much as bad film as it is a strange one." p. 79: "After completing ''Hallelujah, I'm a Bum'', Milestone began work late in 1933 on a more serious project."</ref> Milestone attempted to make a film about the [[Russian Revolution]] (working title: ''Red Square'') based on Stalinist [[Ilya Ehrenburg]]'s work ''[[The Life and Death of Nikolai Kourbov]]'' (1923), and an adaptation of [[H. G. Wells]]'s ''[[The Shape of Things to Come]]'' (1933) proposed by [[Alexander Korda]], but neither project materialized.<ref>Millichap, 1981 p. 79</ref><ref>Canham, 1974 p. 85</ref> In lieu of these unrealized films, Milestone directed "a string of three insignificant studio pieces" from 1934 to 1936.<ref name=":0">Millichap, 1981 p. 82</ref> Milestone accepted a lucrative deal to direct a film starring [[John Gilbert (actor)|John Gilbert]] and left United Artists for [[Harry Cohn]]'s [[Columbia Pictures]].<ref>Millichap, 1981 pp. 79–80: "promised 50% of the profits"</ref> ''[[The Captain Hates the Sea]]'' (1934) is a spoof of the 1932 movie ''[[Grand Hotel (1932 film)|Grand Hotel]]'', which stars [[Greta Garbo]], [[Joan Crawford]] and [[John Barrymore]]. Milestone's largely improvised film stars an ensemble of Columbia's character actors, among them [[Victor McLaglen]] and [[The Three Stooges]]. Joseph Millichap described ''The Captain Hates the Sea'' as "a very uneven, disconnected, rambling piece". Cost overruns on ''The Captain Hates the Sea'', which were complicated by heavy drinking by the cast members—soured relations between Milestone and Cohen. The movie is notable as the final film of Gilbert's career.<ref>Millichap, 1981 pp. 79–80: See p. 80 for use of alcohol by the cast on set. And "in all the film has a sort of improvised air" and "ill feelings" between Milestone and Cohen.<br />Canham, 1974 p. 85: "a ship-board fairy tale starring John Gilbert and Victor McLaglen, ''The Captain Hates the Sea'' ended Gilbert's career"<br />Baxter, 1970 pp. 133–134: "the last picture of a declining John Gilbert, ulcer-ridden and alcoholic, lurching through his last screen appearance."</ref><ref>Steffen, 2010 TCM: "It didn't help that the cast was full of legendary drinkers{{nbsp}}.... According to Milestone, at one point Cohn wired him: HURRY UP. THE COSTS ARE STAGGERING. To which Milestone wired back: SO IS THE CAST." (Capitals in original)</ref> Milestone's next two films for Paramount ''[[Paris in Spring]]'' (1935) and ''[[Anything Goes (1936 film)|Anything Goes]]'' (1936), are his only musicals of his career, but are relatively undistinguished in their execution. Milestone described them as "insignificant".<ref>Millichap, 1981 p. 81: "His first two efforts [in sound] for Paramount were musical Programmers{{nbsp}}... might have shot by almost anyone in the studio." p. 82: "his only work in the genre"</ref> Milestone was assigned ''Paris in Spring'', a romantic musical farce. Leading man [[Tullio Carminati]] had just completed the operetta-like ''[[One Night of Love]]'' (1934) with [[Grace Moore]] at Columbia Studios. Paramount paired [[Mary Ellis]] with Carminati, and it was Milestone's task to direct a film to rival Columbia's success.<ref>Canham, 1974 p. 110: Filmograph section: "designed to boost the careers of the two leads; Carminati had just made a similar, highly successful film with Grace Moore, and Mary Ellis was being launched as Paramount's answer to Moore."</ref><ref>Millichap, 1981 p. 81: "Paramount was using Mary Ellis{{nbsp}}... in the same type of role" as Grace Moore.</ref> Aside from a credible replica of Paris created by art directors [[Hans Dreier]] and [[Ernst Fegté]], Milestone's directing failed to overcome "the essential flatness of the tale".<ref>Millichap, 1981 p. 81: "the proceedings are pretty even Milestone's tries to liven things up with some fancy camera work." Dreier creates "a reasonable facsimile of Paris"</ref><ref>Baxter, 1970 p. 134: "Paris in Spring and Anything Goes were innocuous"</ref><ref>Canham, 1974 p. 85: "Paris in Spring{{nbsp}}... did little for Milestone"</ref> ''Anything Goes'', a musical starring [[Bing Crosby]] and [[Ethel Merman]], and adapted from [[Cole Porter]]'s 1934 [[Anything Goes|Broadway musical]], includes some enduring songs, including "[[I Get a Kick Out of You]]", "[[You're the Top]]", and the title song. According to Canham, Milestone's directing is conscientious but he showed little enthusiasm for the genre.<ref>Canham, 1974 p. 85: "''Anything Goes''{{nbsp}}... did little for Milestone"</ref><ref>Baxter, 1970 p. 134: "''Paris in Spring'' and ''Anything Goes'' were innocuous"<br />Millichap, 1981 p. 82: "It seems that Milestone has little feel for the musical genre{{nbsp}}.... [''Anything Goes''] might have been created by any studio workhorse."</ref>
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