As Captains Courageous enters its third act, Spencer Tracy (as a Portugese fisherman) reminds Freddie Bartholomew (a spoiled blue blood kid Tracy rescues after he falls overboard from an ocean liner) it’s almost time to go home to his regular life. It’s a shock for Bartholomew, but also for the viewer. Even though the first act is mostly Bartholomew and his regular life–bribing his teachers, threatening his classmates, whining a lot about how his rich dad (Melvyn Douglas) will exact his vengeance–it’s been forever since the film has been anywhere but a fishing boat. Just when the film is sailing its best, Tracy comes along to ring the bell and announce its going to be wrapping up.

Fleming’s direction is strong throughout, but most of the fishing boat scenes are contrained. The transition from second to third acts is when Captains really gets out on the water. Franz Waxman’s score is phenomenal during those sequences; the film’s enraptured with the fishing life. Bartholomew’s on board with it, this obnoxious ten-year-old who–shockingly–becomes a part of the crew.

While setting up Bartholomew’s backstory, screenwriters John Lee Mahin, Marc Connelly, and Dale Van Every keep the film’s focus moving. Sometimes it’s on Bartholomew, sometimes it’s on Douglas, sometimes it’s on tertiary supporting cast members. Fleming handles it fine, but Bartholomew’s always got to be the biggest jerk possible. He’s intentionally unsympathetic. And the film keeps that approach for quite a while once he’s onboard the fishing boat.

The boat’s got this great cast–Lionel Barrymore’s the captain, John Carradine’s a fisherman who can’t stand Bartholomew, Mickey Rooney’s Barrymore’s son and a proven teen fisherman–and Bartholomew clashes with everyone to some degree. Even if he’s not being a complete jerk, there’s a clash. The script starts getting a lot more nuanced in how it positions the characters; another reason it’s become so separated from the boarding school and Bartholomew’s rich kid life. But the film never tries to force a redemption arc on Bartholomew, it’s all character development, it’s all part of his arc.

It works because the acting is so strong, especially in how the actors work off one another. Barrymore’s kind of gruff, but also kind of cuddly. He doesn’t have time to get worked up about Bartholomew being a little jerk, whereas Carradine rages beautifully on it. Even though Rooney’s closest in age to Bartholomew, their relationship never forgets the difference of experiences–something the film brings in beautifully in the third act. Bartholomew and Tracy are wonderful together. Fleming knows it too; he’ll fill the frame with their faces, with the lovely Harold Rosson photography, and the film becomes very heavy and very quiet in this deep, soulful way.

Tracy’s got a strong part and his performance is incredibly measured. He never goes too far with it, never pushes at it. There’s a give and take with the other actors–principally Bartholomew, but also Carradine; Tracy never seems reserved or guarded or even indulgent to his costars. He just keeps the right temperment throughout, which isn’t easy given a lack of both melodrama and action for much of the second act. The film’s tension comes from Tracy’s muted exasperation. It’s awesome. And his curled hair looks great.

The third act has some high points and some lower ones. Captains doesn’t run out of ideas, it runs out of patience for sturdily linking them together. It’s like Fleming knows he can get away with it, thanks to the actors, thanks to Waxman, thanks to Rosson. The script sets up opportunities and the film ignores them, rushing to the end.

Fleming’s right–he can get away with it–especially since the third act gives Barrymore his best moments in the film. As sort of implied, Barrymore’s been sage all along. Only he hasn’t had the motivation, time, or space to reveal it. Barrymore’s always good, but in the third act, he’s phenomenal. It’s a shame the rest of the third act isn’t as successful.

Nice or great performances throughout, strong script, great pace from director Fleming, Captains Courageous almost sails through. It gets bogged down at the finish. It could’ve been better, but it’s still quite good.

★★★

CREDITS

Directed by Victor Fleming; screenplay by John Lee Mahin, Marc Connelly, and Dale Van Every, based on the novel by Rudyard Kipling; director of photography, Harold Rosson; edited by Elmo Veron; music by Franz Waxman; produced by Louis D. Lighton; released by Metro-Goldwyn-Mayer.

Starring Freddie Bartholomew (Harvey), Spencer Tracy (Manuel), Lionel Barrymore (Disko), Mickey Rooney (Dan), Melvyn Douglas (Mr. Cheyne), Charley Grapewin (Uncle Salters), John Carradine (Long Jack), Sam McDaniel (Doc), and Oscar O’Shea (Cushman).