Most serious film buffs and comedy connoisseurs will tell you that the best Marx Brothers picture is 1933’s Duck Soup, and that the five early films they made at Paramount Pictures are the only movies that truly represent their brilliance. After all, the studio heads at Paramount did not force the iconic comedy team to conform to a specific set of artistic and procedural dictates, as Irving Thalberg, the infamously hands-on head of production at MGM, did when he invited the Marxes to make A Night at the Opera with him. At the time, MGM was the most prestigious studio in Hollywood, and its polished, rigidly controlled environment does not seem like an ideal home for the wild, anarchic, and insurrectionist team. This unlikely marriage has caused many Marx Brothers aficionados to dismiss or downgrade this picture, but the stylistic convergence between MGM and the Marxes is precisely why I consider A Night at the Opera to be not only the best Marx Brothers movie, but one of the greatest films of all time. 

At the heart of the Marxes’ humor lies a playfully subversive lawlessness, an unbridled instinct to topple authority and mock respectability, to do literally anything for a laugh and get away with it. Groucho verbally eviscerates anyone who betrays even a hint of self-importance, Harpo's silent mischief pairs the innocent curiosity of a child with the destructive force of an id unchecked by an ego, and Chico's underhanded schemes and tricks constantly land him and those he encounters in hot water. I will not dispute that these revolutionary qualities get their fullest expression in the outrageous, unruly, and surreal Duck Soup, a political and military send-up that also happens to be the Marxes' most thematically substantial picture. But while A Night at the Opera, with its far more conventional approach to storytelling, may not be the purest embodiment of the Marx Brothers' rebellious nature, it's unbeaten for sheer entertainment value. It boasts the strongest narrative structure of any of their films, a terrific ensemble cast with no weak links, and, arguably, the greatest examples of their humor, both physical and verbal. Most of all, the attention lavished on the non-comedic aspects of the production does not come at the expense of stifling the brothers' sensibilities and wit. On the contrary, MGM impressive arsenal of production elements creates a first-rate cinematic stage for the brothers’ signature brand of comedy.

The Marxes' first two pictures, The Cocoanuts (1929) and Animal Crackers (1930), were essentially filmed versions of their acclaimed stage plays, with scripts by the prominent Broadway writers George S. Kaufman and Morrie Ryskind. The two films were shot in New York and barely altered for their screen adaptations, even featuring largely the same casts from the Broadway shows. But as enjoyable as those films are, their distinct stagebound nature renders them a bit stiff. The next pair of Marx films, Monkey Business (1931) and Horse Feathers (1932), were written expressly for the screen and feel far less constrained, though they do include many set pieces lifted directly from the Brothers' vaudeville act. By 1932, the Marxes were on a steady roll at the box office, producing one picture per year with each subsequent film outgrossing its predecessor. But their final movie for Paramount, Duck Soup, was a financial disappointment. Although the film didn't fare quite as badly as legend has it, the brothers' failure to meet the studio's expectations did cause them to question their future in movies. Zeppo Marx went so far as to leave the act for a career as a talent agent. With their contract with Paramount run out, and no new film or stage show in the works, the brothers considered formally disbanding.

Meanwhile, over at MGM, Irving Thalberg had risen through the ranks to become the head of production at only 31 years old. Thalberg had a reputation as a wunderkind, with a strong grasp of storytelling and an inherent understanding of what movie audiences of the time wanted to see. He produced hit after hit for MGM, and although he had no particular flair for comedy, he had definite opinions about what to do with the Marx Brothers. Thalberg believed that their early films were too zany and surreal—the very qualities for which we now revere them. He told the brothers (he and Chico played bridge together) that audiences would relate better to more conventional pictures. He convinced them that their movies should be traditional, plot-driven narratives, with sympathetic romantic heroes and easily-identified villains. Thalberg maintained that audiences living through the Great Depression did not want to see movie stars attacking authority and public institutions, and he felt that Groucho’s treatment of Margaret Dumont, the stuffy, upper-class foil who had appeared in three of the Paramount pictures, could be construed as mean-spirited. Audiences needed to root for the Marxes every time, Thalberg believed, and he won them over by claiming that, while the pictures they made with him would contain half as many jokes, the resulting laughs would be twice as effective, because the viewers would identify so completely with the characters. The Marxes agreed to Thalberg's proposal, and A Night at the Opera was born.

Clearly, the decision to rein in the Marx Brothers and confine them to more straightforward melodrama was cause for concern, not only for the performers but also for their fans. Thalberg had a history of shoehorning great comedy acts into his high-end assembly line approach to filmmaking, warping and distorting their creative processes and unique voices beyond recognition. The brilliant silent film star and director Buster Keaton’s career never recovered from his decision to sign with Thalberg in the 1930s—Laurel and Hardy would suffer a similar fate when they came later came to MGM in the '40s. But the collaboration between Thalberg and the Marx Brothers cannot be tarred with this broad brush, because the Marx Brothers flourished at the studio under Thalberg, and only after his untimely death did the quality of their pictures take a nosedive.

Indeed, Thalberg was always the principal author of his films, exercising far more control over all of his pictures than their actors, writers, or even directors. To direct the Marxes' first effort at MGM, he hired Sam Wood, a talented filmmaker who, like Thalberg himself, lacked a gift for comedy. But, like most MGM directors, Wood was someone Thalberg could command, and he dutifully shot as many as thirty takes of individual scenes in order to give his producer a wealth of options in the editing room. Thalberg used directors the same way he used writers, as a means to generate mountains of material for him to shape and refine. But to write A Night at the Opera, he went back to Kaufman and Ryskind, the authors of the Marxes' greatest Broadway hits. By this point in 1934, Kaufman was the furthest thing from a studio company man; he had become one of the most respected playwrights in America, and, before he came to LA to meet Thalberg, he was dubious and dismissive of the young studio head. But Groucho later recounted to Dick Cavett that Kaufman was thoroughly impressed after his initial encounter and confided to Groucho, "That man (Thalberg) has never written a word, yet he can tell me exactly what to do with a story. I didn't know you had people like that out here." And so, working from a plot developed by MGM staff writer James Kevin McGuinness, Kaufman and Ryskind, along with frequent Marx gag writer Al Boasberg, got to work on what would become the most beautifully constructed screenplay of the brothers' many pictures.

A Night at the Opera makes no attempt to water down the Marxes' style, nor does the film’s narrative structure prevent them from lampooning a highbrow institution (is any setting stuffier than the opera?). But the film is surprising in many clever ways. Based on its title, we expect the Marxes to spend the entire movie sending up the lofty opera world, taking every possible potshot at its patrician trappings and pillorying its high culture with their low humor. Instead, the plot centers on a handsome and talented young tenor, Ricardo Baroni (Allan Jones), of whom the Marxes' characters are quite fond. Rather than undermining his performance, they dedicate themselves to helping Baroni and his lover, Rosa Castaldi (Kitty Carlisle), become the leads in the opera company. To accomplish this, they must outfox the pompous virtuoso Rodolfo Lassparri (Walter Woolf King) and the greedy promoter Herman Gottlieb (Siegfried Rumann), along the way wreaking much havoc, mocking many important officials (including a ship's captain, a mayor, and several wealthy people of high standing), and, in the end, doing a fair amount of sabotage to the production's opening night. But it's all in the service of making their friends the toast of the New York opera scene, and though their goal is far less destructive than we've come to expect from their previous films, the story and pacing are much more satisfying. Instead of spending the entire ninety minutes firing salvos at the grandiloquent institution, the film saves all the opera gags for the end, making the picture's climax the most concentrated collection of big laughs in all the Marx oeuvre. Thalberg and the writers did little to alter the Brothers' distinctive onscreen personas, besides giving them a more positive motivation than tearing down everything around them. They even brought back Margaret Dumont to bear the brunt of Groucho’s insults and innuendo, but since she's so closely aligned with the thoroughly unsympathetic Gottlieb, Groucho seems to be fighting the good fight, even though his barbs cut as sharply as in any other film.

Thalberg took unprecedented steps to ensure that the Brothers first picture at his studio would be a hit. Groucho was convinced that the previous two movies had fared relatively poorly because they hadn't had the chance to road-test the material in live theatrical settings, so Thalberg mounted a touring stage version of the film. The script changed from performance to performance as the Marx Bros. and the writers gauged the audience’s reactions, and everything that ended up in the final film got tried out first before a live audience. Interestingly, because it never worked on stage, the Brothers initially wanted to cut the stateroom scene, a sequence that would become the most famous part of the film. Thalberg insisted that it stay in, foreseeing that the gags required a more realistic set than a theatrical performance permitted. The scene features over a dozen characters that cram themselves into Groucho’s already crowded cabin until it's literally overflowing with people, and the necessary staging and editing simply couldn't be performed adequately in real time. The stateroom sequence is a perfect example of the unique strengths of cinema, reminiscent of the best set pieces from the silent era.  (The scene, in fact, was actually inspired by a sequence from Buster Keaton’s 1928 film The Cameraman.)

MGM was known for its beautiful photography, elegant costumes, and detailed period authenticity, and it was also the studio most closely associated with lavish musicals. Many who dismiss in A Night at the Opera claim that the attention to grand production values distracts from the film's comedy. But watching the movie handily dispels such assertions. Rather than hinder the brothers, the picture’s elegance and style makes their anti-establishment humor all the more effective. It’s much easier to effectively mock something from the inside then when you can only construct a cheap imitation of it. As a viewer, I never totally buy into the college setting in Horse Feathersor the government buildings in Duck Soup, but there’s no doubt as to the authenticity of the opera houses and the steamship in A Night at the Opera. These magnificent sets lend legitimacy to the film’s environment, an impression reinforced by the gorgeous lighting and costumes. Introducing the Marxes' outrageous characters into these pristine, opulent surroundings is inherently funny, and the audience is ready to laugh even before the characters have a chance to start cutting up. 

As for the common contention that the impeccably orchestrated production numbers get in the way of the film’s humor, that would only be valid if the other Marx Brothers films were not also musicals. But every one of the Marxes' classic pictures includes musical numbers of various kinds, including but not limited to romantic ballads, choreographed group dance sequences, and recurring little ditties. If these films are going to be musicals, why shouldn’t they be top-tier musicals? The most noticeable difference between A Night at the Opera and all of the Paramount films is the quality of the songs. While “Hooray for Captain Spaulding” is an amusing anthem that functions as a theme song for Groucho in Animal Crackers, and “Everyone Says I Love You” is welcome every time it’s reprised in Horse Feathers, these are not the kind of exquisite popular songs that drew audiences to movies of this era. In the 1930s and ‘40s, even non-musicals featured contemporary songs that were often performed in their entirety. Think of all the film noir scenes in which gangsters or private eyes wait for someone at a nightclub and pass the time by listening to a singer croon a number from beginning to end. Musical interludes are a staple of movies from this era, and better songs often make better movies.

The two principal songs in A Night at the Opera are “Alone,” the romantic ballad sung by the young lovers, and “Cosi-Cosa,” the light but non-comedic group number that launches the movie’s grandest musical sequence. Nacio Herb Brown and Arthur Freed, the legendary songwriters whose tunes populate the 1952 classic Singin’ in the Rain, penned “Alone.” As performed by Allan Jones, first as a solo and then as a duet with Kitty Carlisle, the song not only beautifully establishes the depth of feeling between the two lovers, it also shows off their great voices. Jones and Carlisle were terrific-looking young actors but also classically trained singers, and they performed all their own vocals in A Night at the Opera. Since the plot centers around them assuming their rightful places as the stars of an opera company, it’s essential that they wow us with their talent early in the picture, and they deliver.  “Cosi-Cosa,” written by the less famous Ned Washington, Bronislaw Kaper and Walter Jurmann, is the catchiest number in the entire Marx Brothers catalog. While it’s true that the accompanying dance doesn't feature any actual gags, I can’t imagine that anyone would honestly prefer the stiff, shrill, and occasionally boring songs in Duck Soup or other early films over the joyful and energetic music in A Night at the Opera. And though the songs can stand alone outside the movie's context, they're perfectly integrated into the storyline. Even Chico and Harpo’s requisite piano and harp solos serve a narrative function: their characters are stowaways, and when their musical antics draw a big crowd in steerage, the ship’s authorities throw them in the brig, moving the story along to its next beat.

The film has no shortage of classic moments, and it's completely free of dull expository scenes or tedious songs that get in the way of the good stuff. It’s all good stuff in this picture, and it makes for endlessly enjoyable watching and rewatching. The stateroom sequence is rivaled only by Duck Soup’s mirror scene among classic 1930s cinematic visual gags. And an early scene in which Groucho and Chico review Baroni’s contract is a contender for the greatest verbal exchange in the Marx Brother’s history—I’d go as far as to say that it’s brilliant wordplay and rapid-fire delivery tops Abbott Costello’s iconic “Who's On First?” routine. Perhaps the biggest advantage this picture has over its predecessors is that by the time they got to MGM, the team had been winnowed down to its three essential performers, Groucho, Chico and Harpo. As the lovebirds, Jones and Carlisle are infinitely more appealing than the bland, tone-deaf Zeppo Marx and whatever forgettable actresses Paramount hired to play the ingénue roles in the five early movies. Though Zeppo was reputedly the funniest brother offstage, he's an utterly unexciting performer, and one could argue that A Night at the Opera tops all the Paramount films simply because Zeppo isn't in it. 

A Night at the Opera was made just one year after the formal adoption of the production code, which enforced draconian content restrictions on all films made at every studio. Many great comedy stars had trouble adapting they to the code's strict rules, but the Marxes transitioned seamlessly. Their follow-up to A Night at the Opera, 1937's A Day at the Races, is another terrific film with a similar blend of high production values, accessible storytelling, and a distinctly Marxian sense of humor.  Unfortunately, the Marx Brothers’ career would wither on the vine at MGM. After Thalberg’s unexpected death from pneumonia at age 37, their films grew weaker and weaker, eventually becoming almost unwatchable. But this doesn't mean that we should dismiss A Night at the Opera as the beginning of the end for the Marx Brothers. Instead, it should be revered for what it is: the high-water mark in the film career of one of America’s most incandescent comedy teams.