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Release Date: August 27th, 2013 Movie Release Year: 1942

To Be or Not to Be (1942) - Criterion Collection

Overview -

As nervy as it is hilarious, this screwball masterpiece from Ernst Lubitsch stars Jack Benny and, in her final screen appearance, Carole Lombard as husband-and-wife thespians in Nazi-occupied Warsaw who become caught up in a dangerous spy plot. To Be or Not to Be is a Hollywood film of the boldest black humor, which went into production soon after the U.S. entered World War II. Lubitsch manages to brilliantly balance political satire, romance, slapstick, and urgent wartime suspense in a comic high-wire act that has never been equaled.

Rating Breakdown
Tech Specs & Release Details
Technical Specs:
BD-50 Blu-ray Disc
Video Resolution/Codec:
1080p/AVC MPEG-4
Aspect Ratio(s):
Audio Formats:
English Uncompressed Mono
English SDH
Special Features:
28-Page Booklet (Insert)
Release Date:
August 27th, 2013

Storyline: Our Reviewer's Take


Though possibly best known as the wife of Clark Gable who tragically died in a plane crash at age 33, Carole Lombard enjoyed a lofty reputation during her brief lifetime as one of Hollywood's most versatile and beautiful actresses. Her supreme comedic talent gave birth to the screwball genre, yet she proved equally adept at straight dramatic and romantic roles. Sadly, 'To Be or Not to Be' marks her final film appearance, and though her screen time is somewhat limited, it's a fitting swan song, showcasing her wide-ranging abilities and symbiotic relationship with the camera. Of course, Ernst Lubitsch's smart, irreverent, and controversial dark comedy stands on its own as a prime example of brazen wartime satire, but Lombard's luminous presence lends the film its lasting spirit, as well as an elegance and warmth that temper the script's revolutionary mixture of lunacy and melodrama.

'To Be or Not to Be' made plenty of waves at the time of its release, as it dared to lampoon the Nazis during the height of the party's ruthless dominance. Making light of German aggression and brutality and Hitler's cavalier disregard for the sanctity of human life rubbed many critics the wrong way, with some also criticizing Lubitsch for exercising poor judgment and bad taste in selecting war-torn, occupied Warsaw as the setting for a comedy. Mixing jokes with scenes of destruction, murder, and a tense espionage plot also raised some eyebrows at a time when genre conventions were governed by rigid rules. The fact that 'To Be or Not to Be' defied classification only fueled the firestorm of vitriol surrounding it. The New York Times led the charge, and after weathering a couple of assaults by the newspaper's outraged chief film critic, Bosley Crowther, Lubitsch himself responded in an expertly worded op-ed piece that defended the movie, its viewpoint, and its style, which the director classified as "tragical farce" or "farcical tragedy." (A copy of the piece is included in the booklet that accompanies this Blu-ray release.)

Such an assessment, of course, is perfectly apt, and though it still wields a finely honed edge today and its humor remains, at times, audacious, it's hard to see why 'To Be or Not to Be' generated such a fuss, especially from the vantage point of our removed perspective. As another classic Carole Lombard feature so pointedly observed five years earlier, nothing is sacred in our culture, and Lubitsch - a German Jew himself - ardently believed that by portraying Nazis as brainless thugs and buffoons, our fear of the Third Reich might be alleviated enough that we could at first marginalize and later vanquish the movement. Yet beneath the funny one-liners, a sober seriousness pervades the film. Just because we see the Nazis for what they really are, Lubitsch seems to say, doesn't mean the danger we face isn't real and dire, and doesn't require a fair amount of cunning, guts, and luck to overcome.

On its surface, 'To Be or Not to Be' is a marital romp encompassing mild infidelity, the frailty of both the male and thespian ego, and the bumpy nature of human relationships. Joseph Tura (Jack Benny in his best known film role) and his wife, Maria (Lombard), are moderately well-known Polish actors eking out a moderate existence in Warsaw, Poland just before the Nazi invasion. When German soldiers occupy their homeland, the repertory troupe to which they belong springs into action, forming their own branch of the Polish resistance, which at first exposes a covert sympathizer, then hatches a wild scheme to prevent critical information from reaching top Nazi officials. Using only the illusionary tricks in their theatrical trunks, the actors outsmart their armed and dangerous adversaries, proving military muscle doesn't always trump talent and chutzpah. Gags abound, but Lubitsch tempers the craziness with a hefty helping of treachery, intrigue, and even violence, proving drama and comedy don't need to be mutually exclusive in a war movie.

Famous for his sophisticated, adult, and stylishly presented films, all of which are distinguished by the patented "Lubitsch touch," the expatriate German director always enjoyed pushing the envelope and fought hard to test the limits of the censors, slyly using his wiles to get racy points across. He also extracted excellent portrayals from his actors, and here, with his actors playing actors (and ham actors at that) and walking a delicate tightrope, his guidance was critical to the film's success. In addition to the sparkling work by Benny and Lombard, several recognizable character performers (Felix Bressart, Lionel Atwill, and Sig Ruman, among them) add color and flair to the proceedings.

Double entendres are littered across the Edwin Justus Mayer screenplay (with uncredited contributions from Lubitsch himself), which also contains the hysterical yet controversial line, "What he did to Shakespeare, we are now doing to Poland!" The quip caused a stir, angering hyper-sensitive critics, but if accepted in the proper spirit, it's a searing, supremely clever remark that epitomizes the complex, layered tone of this classic film.

'To Be or Not to Be' was remade by Mel Brooks in the 1980s with a few tweaks and enhancements, and although it retained the original's basic comic structure, the potent zing of topicality was lost. Watching the 1942 version in the context of the time in which it was made lends Lubitsch's film extra relevance and significance, raising this satire to a rarefied realm.

The Blu-ray: Vital Disc Stats

The 1942 version of 'To Be or Not to Be' arrives on Blu-ray packaged in a standard Criterion case. The BD50 dual-layer disc resides inside, as well as an illustrated, 28-page booklet that includes a cast and crew listing, an essay by Geoffrey O'Brien, and a reprint of a noteworthy 1942 op-ed piece by Lubitsch himself, in which the director astutely and persuasively defends his film against a barrage of critical attacks, the severest of which came from The New York Times' chief film reviewer, Bosley Crowther. Several black-and-white scene shots from the film accompany the text. Video codec is 1080p/AVC MPEG-4 and audio is uncompressed monaural. Once the disc is inserted into the player, the static menu with music immediately pops up; no previews or promos precede it.

Video Review


Criterion produces another winner of a transfer with this 1080p/AVC MPEG-4 effort, making 'To Be or Not to Be' look as crisp and sparkling as a freshly poured glass of champagne. Ernst Lubitsch's film has never looked better on home video, thanks to a meticulous 2k restoration struck from an original 35mm nitrate camera negative and a 35mm nitrate composite fine grain. As per usual, Criterion has taken great care to remove almost every nick, scratch, and stray line on the source material; a few errant marks remain, but only the most discriminating eye will catch them. The black-and-white photography exhibits a pleasing lushness distinguished by a fine grain structure that adds necessary texture but never overpowers the image. A wide gray scale allows details in both the foreground and background to achieve a high degree of presence, and pitch-perfect contrast exquisitely balances the various tones and shadings.

Black levels are wonderfully rich and inky, with the dark Nazi jackets making an appropriately bold statement, while whites, such as Lombard's dazzling satin gown, are bright and solid. Crush is never an issue, even during murky nocturnal scenes, and no noise creeps into the picture either. Close-ups are sharp, but at times a bit diffused (as was the style of the period), and though a few soft moments intrude now and then, the overall presentation is silky and vibrant. No digital hiccups or enhancements disrupt the image's integrity, so this venerable classic looks at least as good as it surely did 70 years ago. At last we have a transfer that fully showcases Lombard's beauty and highlights the magnetism that made her such a beloved and versatile screen presence.

Audio Review


An uncompressed monaural track, remastered at 24-bit from a 35mm optical soundtrack print, provides good quality audio with only a bit of noticeable hiss betraying its vintage roots. All pops and crackles have been scrubbed away, leaving a clear, well-modulated track that nicely complements the on-screen action. A wide dynamic scale handles the highs and lows with ease, with only minimal hints of distortion cropping up during loud moments. The all-important dialogue remains clear and easy to comprehend throughout, and the rousing music score benefits from strong fidelity and pleasing tonal depth. Accents, such as gunfire and footsteps, are crisp and distinct, and bass shadings supply necessary weight in larger scale scenes. Though hardly demo material, this workmanlike track serves this 1942 film well, making it sound almost as good as it looks.

Special Features


Another substantive Criterion extras package enhances this classic release. As usual, the material is well chosen, fascinating, and rare.

  • Audio Commentary – Film historian David Kalat provides a stimulating, absorbing commentary featuring plenty of cogent analysis and interesting trivia, all delivered in an easygoing manner. Though it's obvious he's reading from prepared remarks, Kalat speaks with such fervor and imparts so much information, it's easy to forgive the overly polished presentation. He talks about the critical lambasting the film received upon its initial release, the evolution of Lubitsch's career (and how it was largely influenced by Charlie Chaplin), how Lubitsch deftly intertwines wartime and sexual imagery, and the controversy over the film's title. Kalat also draws parallels between 'To Be or Not to Be' and 'Inglorious Basterds,' notes the differences between the Mel Brooks remake and the original, and chronicles the various careers of the principals. (He compares Jack Benny to Jerry Seinfeld and divulges that Carole Lombard's tragic death forced the deletion of a suggestive line late in the production process.) Intelligent yet down to earth, this is a highly interesting discussion that adds essential context to this enduring classic.
  • Documentary: "Lubitsch: Le Patron" (HD, 53 minutes) – This absorbing 2010 French documentary provides an in-depth, scholarly profile of Lubitsch's artistry. A number of French film authorities weigh in on the director's inimitable style and the myriad influences that contributed to its development. The son of a tailor, Lubitsch meticulously "stitched" together his films, becoming the first great expatriate German director, and the one who adapted best to Hollywood. His tenure in silent films proved especially valuable, as it not only honed his visual sense, but also taught him how to employ innuendo, which would later help him slip racy scenes past the censors. This elegant examination also looks at the evolution of the "Lubitsch touch," the importance of costumes in Lubitsch films, and how Lubitsch introduced operetta to American movie audiences. Rare photos and clips from such vintage silents as 'Lady Windermere's Fan' and 'Eternal Love,' as well as the more familiar 'Ninotchka,' 'That Uncertain Feeling,' and 'To Be or Not to Be,' among others, illustrate Lubitsch's distinctive style. For fans of the director and classics mavens, this is required viewing.
  • Vintage Silent Film: 'Pinkus's Shoe Palace' (HD, 45 minutes) – Before Lubitsch concentrated exclusively on directing, he also dabbled in acting and was an accomplished comic performer. This 1916 German silent, which Lubitsch also helmed, showcases one of his trademark characters, Sally Pinkus, and chronicles his everyday adventures, first as an unsuccessful student, then as a shoe salesman. The picture quality is quite good for such an antique specimen, and though the gags haven't aged well and Lubitsch mugs way too much, it's still a treat to see the young director in front of the camera obviously having a ball.
  • Vintage Radio Programs: The Screen Guild Theater (56 minutes) – Two programs from the popular radio series are included. The first, 'Variety' (30 minutes), which aired on October 20, 1940, stars Jack Benny as, well, Jack Benny in a lively comedy about the actor's pursuit of a dramatic role in a fictional upcoming Lubitsch radio play. Claudette Colbert, Edward Arnold, Basil Rathbone, and even Lubitsch himself all play themselves in this fun audio diversion punctuated by several highly amusing exchanges. The second program is a severely truncated adaptation of 'To Be or Not to Be' from 1943, starring William Powell and his real-life wife, Diana Lewis, in the roles originated by Benny and Lombard. Whittling down a 99-minute movie to 26 minutes, including commercials, is a tough task, and though all the high points are hit, this version lacks the verve, nuances, and intricacies of the full-length film.

Final Thoughts

Irreverent, brave, and filled with both good-natured inanity and devastating black humor, Ernst Lubitsch's 'To Be or Not to Be' expertly blends satirical comedy with wartime suspense to create an entertainment unlike any other 1940s film. Misunderstood at the time of its release, this classic film only improves with age and repeat viewings, and perfectly showcases the superior screwball talents of Carole Lombard and Jack Benny. Criterion's Blu-ray release is top-notch, featuring beautifully restored video, solid audio, and rare, interesting supplements that honor the movie's esteemed director. On the surface, the Third Reich doesn't seem like particularly fertile fodder for a farce, but with the precision of a Nazi attack, Lubitsch - much like he did with 'Ninotchka' and the Soviets - takes aim at the regime and scores a direct hit, and, as a result, his movie earns an enthusiastic recommendation.