AFI Catalog of Feature Films
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Flesh and Fantasy
Alternate Title: For All We Know
Director: Julien Duvivier (Dir)
Release Date:   29 Oct 1943
Production Date:   Episode One: 8 Mar--late Mar 1943; Episode Two: 21 Jul--mid-Aug 1942; Episode Three: 26 Aug--mid-Sep 1942
Duration (in mins):   92-94
Duration (in feet):   8,424
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Cast:   Edward G. Robinson (Marshall Tyler)  
    Charles Boyer (Paul Gaspar)  
    Barbara Stanwyck (Joan Stanley [also known as Miss Templeton])  
    Betty Field (Henrietta)  
    Robert Cummings (Michael)  
    Thomas Mitchell (Septimus Podgers)  
    Charles Winninger (King Lamarr)  
    Anna Lee (Rowena)  
    Dame May Whitty (Lady Pamela Hardwick)  
    C. Aubrey Smith (Dean of Chichester)  
    Robert Benchley (Doakes)  
    Edgar Barrier (Stranger)  
    David Hoffman (Davis)  
  Episode One: Marjorie Lord (Justine)  
    Charles Halton (Old man prospector)  
    Eddie Acuff (Policeman)  
    Clinton Rosemond (Old black man)  
    Paul Bryar (Harlequin)  
    George Lewis (Harlequin)  
    Peter Lawford (Pierrot)  
    Lane Chandler (Satan)  
    Gil Patric (Death)  
    Jacqueline Dalya (Angel)  
    Sandra Morgan (Neighbor)  
    Phil Warren (Neighbor)  
    Carl Vernell (Neighbor Neighbors)  
  Episode Two: Leland Hodgson (Policeman)  
    Pat O'Hara (Policeman)  
    Edward Fielding (Sir Thomas)  
    Heather Thatcher (Lady Flora)  
    Mary Forbes (Lady Thomas)  
    Ian Wolfe (Librarian)  
    Harold de Becker (Clerk)  
    Anita Bolster (Relative)  
    Ferdinand Munier (Relative)  
    Lawrence Grossmith (Relative)  
    Constance Purdy (Relative)  
    Doris Lloyd (Mrs. Caxton)  
    Harry Stubbs (Proprietor)  
    Clarence Muse (Jeff)  
    Olaf Hytten (Chemist)  
    Paul Scott (Doctor)  
    Jack Gardner (Gunman)  
    Bruce Lester (Young man)  
    Geoffrey Steele (Young man)  
  Episode Three: Clarence Muse (Jeff)  
    Grace McDonald (Equestrienne)  
    June Lang (Angel)  
    Con Colleano (Gaspar's double)  
    Marcel Dalio (Clown)  
    Frank Arnold (Clown)  
    Lane Chandler (Acrobat)  
    Frank Mitchell (Acrobat)  
    Jerry Maren (Midget)  
    Janette Fern (Midget)  
    Beatrice Barrett (Circus girl)  
    Nedra Sanders (Circus girl)  
    Yvette Bentley (Circus girl)  
    Marion de Sydow (Circus girl)  
    Anita Venge (Circus girl)  
    Marina Novikova (Circus girl)  
    Mary Ann Hyde (Gaspar's assistant)  
    Joseph Crehan (Detective)  
    Arthur Loft (Detective)  
    William Gould (Detective)  
    Lee Phelps (Detective)  
    Eddie Kane (Immigration officer)  
    Eddie Coke (Ship steward)  
    James Craven (Radio announcer)  
    Ted E. Jacques (Performer)  
    Charles Sherlock (Father)  
    Sylvia Chaldecott (Wife in circus)  
    Nolan Leary (Husband in circus)  
    Arthur Stenning (Old man)  
    Sandra Morgan (Mother)  

Summary: Mr. Doakes, a businessman, meets his friend, Mr. Davis, at a gentlemen's club and tells him how a fortune-teller's prediction caused him to have a disturbing dream the night before. Davis then takes a book from the club's library and reads to Doakes three stories of a similar nature:
       In the first story, set during the Mardi Gras celebration in New Orleans, unattractive dressmaker Henrietta loves from afar law student Michael. Believing that Michael could never return her feelings, Henrietta contemplates suicide but is stopped by a bearded old man. The stranger takes her to a costume shop and offers her the use of one of its many masks. Henrietta takes one of a beautiful woman, hoping that she can use it to attract Michael, but the stranger makes her agree to return the mask by midnight. Later, the now lovely Henrietta is rescued by Michael from the unwanted advances of a would-be suitor, and the two go off to a café. There, the disillusioned Michael tells her that he is considering giving up his law studies and becoming a sailor. Henrietta helps Michael regain his self-confidence, after which he proclaims his love for her. As midnight approaches, Henrietta rushes back to the costume shop, with Michael in close pursuit. Once there, Henrietta tells Michael that she tricked him into believing that she is beautiful, but is really ugly, mean and selfish. As the bells of midnight strike, Michael convinces Henrietta to remove the mask, and she discovers, as the stranger had told her, that she has been transformed through selfless love into the beautiful woman that she has always been underneath. As the two loves leave the shop, a mask of the old bearded stranger hangs in the window.
       In the second story, American lawyer Marshall Tyler attends a dinner party held by Lady Pamela Hardwick, during which fortune-teller Septimus Podgers reads the guests' palms with amazing accuracy. Septimus, however, becomes greatly disturbed when he reads Marshall's hand and refuses to tell the lawyer what he has seen. The next day, Marshall visits the fortune-teller at his home, and Septimus tells him that he is going to commit a murder. Despite his initial disbelief in the supernatural, Marshall becomes obsessed with the idea of murder and decides to kill Lady Pamela. He tries to poison her with a box of chocolates, but is chagrined to later discover that Lady Pamela has merely died of natural causes. With the prophecy still unfulfilled, Marshall decides to kill the Dean of Chichester, the reverend who inherited Lady Pamela's estate. He visits the clergyman at his home, but when the reverend realizes Marshall's intentions, Marshall dashes into the foggy London night. As he crosses the London bridge, Marshall runs into Septimus, and the fortune-teller, fearing for his life, tells Marshall that his previous prediction was wrong. The lawyer, in a fit of madness, strangles Septimus to death, then throws the clairvoyant's body in the Thames. Escaping from a bobby, Marshall runs to the grounds of the Lamarr Circus, where he is soon captured.
       The third story takes place at the Lamarr Circus, after tightrope walker Paul Gaspar and his assistant Jeff witness Marshall's arrest. Haunted by a nightmare in which he falls while performing his act, Paul considers changing his routine while on a transatlantic cruise from London to New York City. Aboard ship, Paul meets reclusive Joan Stanley, who resembles a screaming woman in his nightmare, and the two quickly fall in love. When she is recognized by another passenger as "Miss Templeton," Joan becomes upset and tells Paul that she cannot see him again. That night, Paul dreams that Joan is arrested when the ship arrives in port, but the next day, they both safely disembark the ship. Revitalized, Paul decides to return to the circus and invites Joan to the opening night. While Paul's act is a great success, Joan, who is actually a notorious, yet repentant, jewel thief, has notified the police of her arrival in New York and is arrested. The two lovers meet one final time before Joan is taken away, and they promise to reunite upon her return.
       Having heard all three stories, Doakes realizes that man is the master of his own fate, not governed by his dreams, and he thanks Davis for his help in overcoming his fears. 

Production Company: Universal Pictures Company, Inc.  
Distribution Company: Universal Pictures Company, Inc.  
Director: Julien Duvivier (Dir)
  Don Brodie (Dial dir)
  Joseph A. McDonough (Asst dir)
  Seward Webb (Asst dir)
Producer: Charles Boyer (Prod)
  Julien Duvivier (Prod)
Writer: Ernest Pascal (Scr)
  Samuel Hoffenstein (Scr)
  Ellis St. Joseph (Scr)
Photography: Paul Ivano (Dir of photog)
  Stanley Cortez (Dir of photog)
Art Direction: John Goodman (Art dir)
  Richard Riedel (Art dir)
  Robert Boyle (Art dir)
Film Editor: Arthur Hilton (Film ed)
Set Decoration: R. A. Gausman (Set dec)
  E. R. Robinson (Set dec)
Costumes: Edith Head (Miss Stanwyck's gowns)
  Vera West (Gowns)
Music: Charles Previn (Mus dir)
  Alexander Tansman (Mus score)
Sound: Bernard B. Brown (Sd dir)
  Joe Lapis ([Sd] tech)
Make Up: Jack Pierce (Makeup artist)
Country: United States

Source Text: Based on the short story "Lord Arthur Savile's Crime" by Oscar Wilde in Court and Society Review (1887) and short stories by Laslo Vadnay and Ellis St. Joseph (title and publication undetermined).
Authors: Ellis St. Joseph
  Laslo Vadnay
  Oscar Wilde

Copyright Claimant Copyright Date Copyright Number
Universal Pictures Co., Inc. 30/9/1943 dd/mm/yyyy LP12297

PCA NO: 9316
Physical Properties: b&w:
  Sd: Western Electric Recording

Genre: Fantasy
Sub-Genre: Carnival/Circus
Subjects (Major): Circus performers
  Jewel thieves
  Law students
Subjects (Minor): Americans in foreign countries
  Costume shops
  London (England)
  Mardi Gras
  New Orleans (LA)
  New York City
  Wine cellars

Note: The working title of this film was For All We Know . According to HR news items, producers Charles Boyer and Julien Duvivier entered into an agreement to produce Flesh and Fantasy for Universal in early Jun 1942. This production was to be the first film in a two-picture deal between Boyer and the studio. Flesh and Fantasy was one of a number of all-star omnibus films produced by Hollywood studios in the 1940s. Duvivier had directed one such film in 1942 for Twentieth Century-Fox, Tales of Manhattan , which also starred Boyer and Edgar G. Robinson (see entry below). Flesh and Fantasy originally contained a fourth episode, which was cut from the film and later expanded into the 1944 Universal feature-length film, Destiny (see entry above).
       According to HR news items, actors Charles Laughton, Adolphe Menjou, Deanna Durbin and Greta Garbo were unsuccessfully sought for roles in Flesh and Fantasy . HR production charts include Acquanetta in the cast, but she did not appear in the released film. HR news items also report that Stanley Cortez, the director of photography on the Edward G. Robinson episode of Flesh and Fantasy , was replaced by Paul Ivano for subsequent filming when producer David O. Selznick, to whom Cortez was under contract, recalled the cinematographer to work on the 1942 Charles R. Rogers production, The Powers Girl (see entry below). Modern sources state, however, that Cortez left Flesh and Fantasy a few weeks into production because of his disagreement with Duvivier over the cinematographer's slow shooting pace. According to HR , shooting was stopped on the Charles Boyer-Barbara Stanwyck episode in early Sep 1942 when Duvivier became ill with bronchitis. Modern sources report that after being down two days, production resumed on 4 Sep 1942, with Henry Koster directing. Duvivier then returned to the director's chair the next day. According to NYT , Flesh and Fantasy was among the first American films shown in Germany upon the conclusion of World War II.
       Modern sources add the following to the crew credits: Asst dir Phil Bowles; Cam op William Dodds, Len Powers and Carl Webster; Sd tech William Fox and Jack Bolger ; Props Leigh Carson and Robert Laszlo; and Stunts Sailor Vincent, George Suzanne and Carey Loftin. Modern sources add Ann Shoemaker, Eddie Kaul and John Burton to the cast. Modern sources also report that Boyer received $125,000 to co-produce and co-star in Flesh and Fantasy , while Stanwyck and Robinson received $50,000 each for appearing in the film. 

Bibliographic Sources:   Date   Page
Box Office   25 Sep 1943.   
Daily Variety   24 Jul 1942.   
Daily Variety   28-Aug-42   
Daily Variety   14 Mar 1943.   
Daily Variety   17 Sep 43   p. 3, 10
Film Daily   17 Sep 43   p. 7.
Hollywood Reporter   1 Jun 42   p. 6.
Hollywood Reporter   30 Jun 42   p. 1.
Hollywood Reporter   24 Jul 42   p. 2, 7
Hollywood Reporter   29 Jul 42   p. 1.
Hollywood Reporter   11 Aug 42   p. 1.
Hollywood Reporter   25 Aug 42   p. 6.
Hollywood Reporter   28 Aug 42   p. 11.
Hollywood Reporter   1 Sep 42   p. 1.
Hollywood Reporter   17 Sep 43   p. 3.
Hollywood Reporter   22 Nov 43   p. 11.
Motion Picture Herald Product Digest   12 Dec 42   p. 1058.
Motion Picture Herald Product Digest   18 Sep 43   p. 1541.
Motion Picture Herald Product Digest   4 Dec 43   p. 1655.
New York Times   18 Nov 43   p. 29.
New York Times   23 Jul 1946.   
Variety   22 Sep 43   p. 12.

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The American Film Institute is grateful to Sir Paul Getty KBE and the Sir Paul Getty KBE Estate for their dedication to the art of the moving image and their support for the AFI Catalog of Feature Films and without whose support AFI would not have been able to achieve this historical landmark in this epic scholarly endeavor.
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