Though the Marx Brothers’ post-Irving Thalberg films get a rather bad rap, they’re really not as awful as their reputation. Certainly they’re not as polished, classic, and consistent as everything which came before, but they’re hardly the bottom of the barrel. At the Circus, released 20 October 1939, is my favorite of their later films.

Unfortunately, this film does have one big thing going against it—their worst pseudo-Zeppo by a very large margin, the extremely annoying, Mickey Mouse-voiced Kenny Baker. At least the only real fault of Tony Martin in The Big Store (1941) is that he takes up way too much screentime and performs the cringey “Tenement Symphony,” not that his actual character is annoying.

Jeff Wilson (Kenny Baker)’s troubles go far beyond his annoying voice. Circus manager John Carter (James Burke) loaned him $10,000, which Jeff is ordered to repay before their agreed-upon Saturday deadline. If he doesn’t cough it up in time, Carter will take over.

Jeff’s wealthy aunt Suzanna Dukesbury (Margaret Dumont) disinherited him for joining the circus, which means he’s broke.

Jeff promises to give Carter the money that very night on the circus train.

Jeff’s buddy Tony Pirelli (Chico) calls lawyer J. Cheever Loophole (Groucho) to help. When Loophole arrives, Tony gives him a hard time about getting on the train, since he hasn’t a badge. The badge scene is one of the film’s classic routines.

Also in the circus is strongman Goliath (Nat Pendleton)’s lookalike understudy Punchy (Harpo), who’d love to take over the role full-time. Tony suggests Loophole might make that dream come true if Goliath and his cohorts are booted.

After Loophole performs the classic novelty song “Lydia the Tattooed Lady,” Goliath knocks out Jeff by gorilla Gibraltar’s cage and steals his $10,000 for Carter.

Loophole, Punchy, and Tony set to work investigating who attacked Jeff and where the money disappeared to. They predictably, hilariously bungle everything, though they strongly suspect Goliath is behind it, and that he was aided by Little Professor Atom (Jerry Maren), the midget (to use the parlance of the era).

Tony later suggests Carter might know something about Jeff’s money, and that his girlfriend Peerless Pauline (Eve Arden), an upside-down walker, might thus have inside info too.

Loophole finds the money in Pauline’s trunk and sticks it in his pocket, but Pauline is wise to him, and sticks it in her cleavage. Loophole breaks the fourth wall to say “There must be some way of getting that money without getting in trouble with the Hays Office.”

Loophole’s prayer is answered when Pauline demonstrates ceiling-walking, but when the money falls out, she jumps off the ceiling, grabs it, and runs off, leaving Loophole stuck on the ceiling. Punchy comes to his rescue.

Loophole’s next plan of attack is to visit Jeff’s aunt Mrs. Dukesbury and beg for $10,000. Mrs. Dukesbury jumps to the serendipitous conclusion that Loophole’s an associate of conductor Jardinet, who’s soon due to arrive. She agreed to pay him $7,500, which Loophole convinces her to up to $10,000 based on the exchange rate.

Back at the circus, Tony and Punchy are still hot on Goliath’s heels, and search his wagon. They don’t exactly choose the best time, since Goliath is there, albeit asleep when they arrive.

Jeff is thrilled to get a call from Loophole, announcing his aunt will provide the money. Loophole then sets to work getting rid of Jardinet and his orchestra.

Now the stage is set for one final confrontation between Carter’s henchmen and Tony, Punchy, and Jeff, complete with lots of comedic mayhem at Mrs. Dukesbury’s party.

The name J. Cheever Loophole was inspired by financier John Cheever Cowdin, who served as president of Universal and chairman of its board of directors from 1936–46. He loaned the studio $750,000 to finance Show Boat, and when the Laemmles were unable to repay the investors before release, Cowdin took control of the studio. Had the repayment request not been made till after release of that very successful film, the Laemmles easily would’ve been able to pony up the money and retain ownership of their family business.

Buster Keaton was famously a gag writer for At the Circus. His comedy style was rather at odds with that of the Marx Brothers, which frustrated both parties. At this point, Buster’s career was deep in the toilet (thanks to being sabotaged by Louis B. Mayer, who also screwed over the Marx Brothers), and had to do whatever he could for money.

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