[last lines]

Gene Kelly: What a time it was! Life was simpler then and so was the movie business. MGM's dream factory created a rich, romantic, compelling world of illusion. And although we may not see anything like it again, we're blessed with memories and miles and miles of film. In the words of Irving Berlin, "The song has ended, but the melody lingers on."

Beginning Narrator: [First lines as Fred Astaire sings "Bring on the Beautiful Girls"] When Fred Astaire sang this song in the film, "Ziegfield Follies", the year was 1946 and MGM was at the height of its success in creating incredible fantasies and setting them to music.

Beginning Narrator: Here, Lucille Ball tames a pack of exotic cat women. It was imaginative, outlandish imagery and audiences loved it! It was a time before television and VCR, when on the average 90 million Americans went to the movies each week and the MGM musical was King of the box office. The most popular entertainment in the world!

Beginning Narrator: Once upon a time, there was a factory that created wonderful, musical dreams. It happened when a special group of talented artists came together to create some of the world's most enchanting movies. Metro-Goldwyn-Mayer was not the only studio that made musical motion pictures; but, it did make more than anyone else and, somehow, did it better.

Gene Kelly: The success of the MGM musical did not happen overnight. It all started when the movies learned to talk. At first, the studios were unsure of what to do with this new invention. Then, they hit on the idea of filming popular vaudeville acts.

Gene Kelly: Suddenly, the musical became an overnight sensation, delighting audiences with bigger casts, lavish sets and costumes, and even a new gimmick called technicolor. MGM began its most ambitious film of its kind in late 1930 and filmed all the big production numbers before the public lost interest in these plotless musicals and the project was abandoned.

Gene Kelly: To capture an audience, producers knew they could always turn to the old reliable - *sex*! Imagine that? This number, set in the shower room of a girl's school, shocked audiences in 1933.

Gene Kelly: Such scenes fueled a growing public outcry. Based with threats of boycotts and censorship, MGM conformed to the stern production code.

Joseph I. Breen, Head of Production Code Board: [From a Hearst Metrotone News clip] The vulgar, the cheap, and the tawdry is out! There is no room on the screen, at any time, for pictures which offend against common decency. And these, the industry, will not allow.

[Next scene, Nelson Eddy singing "Oh, sweet mystery of life, at last I've found thee, Oh..."]

Gene Kelly: In 1934, the studio lifted the public out of the Depression and into - a make-believe "Hollywood Party".

Gene Kelly: Even the biggest production numbers needed stars. So, Eleanor Powell became MGM's first, big dancing star.

Gene Kelly: When MGM teamed Mickey Rooney and Judy Garland in "Babes In Arms", it launched the most successful musical team at the studio.

Gene Kelly: With World War II raging in Europe, the Mickey-Judy musicals provided an uplifting diversion for audiences of the day.

Gene Kelly: As Andy Hardy, Mickey Rooney was always falling in love. Esther Williams played his love interest in her first film. A fashion model, a champion swimmer, Esther was working at an Aqua Cave when she caught the attention of an MGM talent scout. In her 22 films she made at Metro, she was seldom out of the water.

Esther Williams: MGM was committed to finding new ways to get me out of my clothes and into the pool.

Esther Williams: I was called "America's Mermaid" because it appeared that I could stay under water indefinitely.

Esther Williams: In "Dangerous When Wet", I swam into a cartoon sequence where I met Tom and Jerry. You know, they were more animated than some of my leading men.

Esther Williams: For 12 years I was the center of an amazing series of vivid sights and water pageantry. And I loved every minute of it.

June Allyson: It was all so glamorous. MGM liked to boast that it had more stars than there are in the heavens. I just felt lucky to be counted among them - when I was still just a kid.

June Allyson: Each year, hundreds of performers, like me, were brought to MGM hoping to get a break in the movies. There were acting teachers, instructions on posture and moving, and *everybody* had to learn to sing and dance. It was an extensive crash course, designed to find those with that special something known as "star" quality. And if you had it, you got to take the next big step: the screen test. For instance, Kathryn Grayson had to wait *two* years at MGM before she was given her first screen test.

June Allyson: I have always admired the strength and stamina of dancers. And one of the greatest is Cyd Charisse - who Fred Astaire called "beautiful dynamite" and I completely agree.

Cyd Charisse: [Referring to Gene Kelly] I've always had such respect for Gene: dancer, singer, actor, choreographer, and director. He did it all - and always brought exciting new dimensions to the musical motion picture.

Debbie Reynolds: I was only 16 and still Mary Francis Reynolds, when I entered the Miss Burbank contest. I did it as a lark to get a blouse and a scarf they were giving away to all the contestants. Well, as fate would have it, an MGM talent scout was in the audience and in a year I was under contract to the biggest studio in Hollywood.

Debbie Reynolds: It was at MGM that I learned the workings of the studio's glamour mill, comprised of dozens of talented artists and technicians who make MGM's leading ladies appear on the screen as images of unsurpassed beauty.

Debbie Reynolds: Gorgeous gowns created by the world famous designer Adrian, were part of the treatment; as well as make-up and hair departments, they could accomplish any style imaginable. A star like Joan Crawford would sometimes have her look redesigned numerous times until it matched the exact mood of the role she was to play. The studio prided itself in presenting some of the most glamorous women seen anywhere in the world.

Debbie Reynolds: In "Torch Song", Joan Crawford made her final musical film as a fading legend, performing in tropical make-up, for the song "Two-Faced Woman". The recording wasn't a new one at MGM. Sung by voice-double India Adams, it has originally been used with Cyd Charisse for "The Band Wagon", but was cut from the final film. Its been suggested that they may have dropped the wrong version.

Debbie Reynolds: In the early 1940s, Hollywood began a fascination with things tropical and south of the border - and MGM was no exception. Exotic rhythms and costumes, transported audiences away from cold climates and the trouble times of a world war... Many latin artists were recruited to add an authentic sound to these films.

Debbie Reynolds: Ricardo Montalban became a sensation at Metro as the latin lover, driving female audiences wild! Here with Ann Miller and Cyd Charisse from "The Kissing Bandit", there doesn't seem to be enough Ricardo to go around.

Lena Horne: I have many memories - here - good and - and bad. I never felt like I really belonged in Hollywood. At that time, they didn't quite know what to do with me - a black performer. So, I usually just came on, sang a song, and made a quick exit.

Lena Horne: In 1943, I got to play a part, Georgia Brown, in "Cabin in the Sky" and this good song "Ain't it the Truth", was cut from the movie. Because, studio bosses thought it was too risque to show a black girl in a bubble bath.

Lena Horne: In 1946, I played the role of Julie in an excerpt from "Show Boat" in "Till the Clouds Roll By". I was being considered for the part for the 1951 version of "Show Boat". But, the production code office had banned interracial romance on the screen. So, the studio gave the part to my good friend Ava Gardner and she was wonderful in it. The studio had Ava rehearse singing the role to recordings I had made, hoping to get the part - which annoyed us both. Anyway, she did a great job on her own; but, just before releasing the film, the studio dubbed her with Annette Warren's voice.

Lena Horne: I was not the only one to lose a role here. In "Annie Get Your Gun", Betty Hutton was a big hit as Annie Oakley. But, Betty wasn't the studio's first choice. Judy Garland had begun filming the role and completed two numbers, when she suffered a breakdown and had to be replaced.

Mickey Rooney: Judy Garland and I grew up together at MGM. We completed High School between long days of shooting. Here on the lot we made 10 pictures together and even when we worked separately we turned to each other for friendship and encouragement. We were the very best of friends, more like brother and sister. And I still miss her very much.

Mickey Rooney: [Referring to Judy Garland] Judy was 11 years old when I first heard her sing and I told her right off what I felt then and what I feel today. I said to her, "Darling, you're the best in the world!"

Ann Miller: It was in a rehearsal hall, like this, that I spent my first days at MGM preparing for the production numbers in "Easter Parade." Oh and I was just scared stiff because I was going to dance with the master. But, Fred Astaire was as charming off the screen as he was on and he put me at ease right away, especially after I agreed to dance with him in ballet slippers so I wouldn't be taller than he was.

Ann Miller: [Referring to Fred Astaire] Fred was a perfectionist. After exhausting hours of rehearsal, when we all thought we had it just right, he would say, "Come on, Annie. Let's do it one more time." Oh, what I wouldn't give to do it just one more time, again.

Howard Keel: In the 1950s, Hollywood went into a panic that rivaled the advent of talking pictures. A monster had taken over the movie going public. Television. So, the movies went into new technologies, such as cinemascope, stereophonic sound - to try to recapture their audience.

Howard Keel: Times were changing and so was music. MGM began appealing to a new generation of filmgoers with Elvis Presley and the "Jailhouse Rock".