Produced by David O. Selznick, directed by Richard Wallace, adapted by Charles Bennett, with a screenplay by Paul Osborn, this above average comedy drama features Janet Gaynor's last role and Richard Carlson's screen debut. It received Academy Award nominations for Cinematography (Leon Shamroy's first of many) and Best Music, Original Score and Scoring (Franz Waxman's first two of so many). The cast is excellent, including Douglas Fairbanks Jr., Paulette Goddard, Roland Young and Billie Burke (playing husband and wife again as they did in Topper (1937)), Minnie Dupree and Henry Stephenson.
A family of con artists, having just been thrown out of one country for their fraudulent activities, meets an elderly, wealthy widow (Dupree) on their train trip back to England. These Carletons, whose passage had been purchased by the authorities in the "exporting" country, are hungry, penniless and seemingly skill-less, none of them having ever worked an honest day in their lives.
Unfortunately for George-Anne Carleton (Gaynor), she actually fell in love with her rich prey Duncan (Carlson) from her family's previous scam (Lucile Watson was also one of the intended victims). However, she is the first to recognize their newest target, the lonely (and aptly named) widow Miss Ellen Fortune. Her father, who pretends to be a Colonel, "Sahib" Carleton (Young), ditzy mother (Burke), and too handsome brother Richard (Fairbanks Jr.), quickly latch on to Miss Fortune and, after their train (quite literally) wrecks, become her permanent house guests. Miss Fortune's lawyer Felix (Stephenson) is initially indifferent to the arrangement until he learns about the Carletons' real and storied past. Eily Malyon and Tom Ricketts play two of Miss Fortune's servants.
The Carletons decide to do all they can to please Miss Fortune while they're living with her, hoping that she'll update her will to leave her estate to them before she dies. To demonstrate their best intentions, George-Anne decides that her father and brother should look for work. Because he can't live without her, Duncan returns to George-Anne, though he quickly (and correctly) assesses and disapproves of what he sees that she and her family are doing at Miss Fortune's. Because of her denials to his accusation, he calls her bluff and arranges a job for her father as a car salesman for the revolutionary "Flying Wombat". Funeral procession music plays in the background as Sahib approaches gainful employment for the first time in his life. Richard too finds clerical work at an engineering firm; he is hired by Leslie Saunders (Goddard), who's no doubt more impressed with his appearance than his non-existent credentials.
Through the course of the film, one by one, the Carletons gain a sense of self respect as they begin to earn their own keep. Duncan continues to pursue George-Anne, while a growing (towards romantic) relationship develops between Richard and Leslie, who sees him as a work in progress after he'd revealed his family's original intent regarding Miss Fortune.
When Felix informs Miss Fortune of the Carleton's family history, she better understands her earlier interactions with them but insists that they are good people, and refuses to throw them out or let on that she knows any different. Of course, it turns out that Miss Fortune was right about the Carletons, who are given a chance, in the end, to return the favor.
A family of con artists, having just been thrown out of one country for their fraudulent activities, meets an elderly, wealthy widow (Dupree) on their train trip back to England. These Carletons, whose passage had been purchased by the authorities in the "exporting" country, are hungry, penniless and seemingly skill-less, none of them having ever worked an honest day in their lives.
Unfortunately for George-Anne Carleton (Gaynor), she actually fell in love with her rich prey Duncan (Carlson) from her family's previous scam (Lucile Watson was also one of the intended victims). However, she is the first to recognize their newest target, the lonely (and aptly named) widow Miss Ellen Fortune. Her father, who pretends to be a Colonel, "Sahib" Carleton (Young), ditzy mother (Burke), and too handsome brother Richard (Fairbanks Jr.), quickly latch on to Miss Fortune and, after their train (quite literally) wrecks, become her permanent house guests. Miss Fortune's lawyer Felix (Stephenson) is initially indifferent to the arrangement until he learns about the Carletons' real and storied past. Eily Malyon and Tom Ricketts play two of Miss Fortune's servants.
The Carletons decide to do all they can to please Miss Fortune while they're living with her, hoping that she'll update her will to leave her estate to them before she dies. To demonstrate their best intentions, George-Anne decides that her father and brother should look for work. Because he can't live without her, Duncan returns to George-Anne, though he quickly (and correctly) assesses and disapproves of what he sees that she and her family are doing at Miss Fortune's. Because of her denials to his accusation, he calls her bluff and arranges a job for her father as a car salesman for the revolutionary "Flying Wombat". Funeral procession music plays in the background as Sahib approaches gainful employment for the first time in his life. Richard too finds clerical work at an engineering firm; he is hired by Leslie Saunders (Goddard), who's no doubt more impressed with his appearance than his non-existent credentials.
Through the course of the film, one by one, the Carletons gain a sense of self respect as they begin to earn their own keep. Duncan continues to pursue George-Anne, while a growing (towards romantic) relationship develops between Richard and Leslie, who sees him as a work in progress after he'd revealed his family's original intent regarding Miss Fortune.
When Felix informs Miss Fortune of the Carleton's family history, she better understands her earlier interactions with them but insists that they are good people, and refuses to throw them out or let on that she knows any different. Of course, it turns out that Miss Fortune was right about the Carletons, who are given a chance, in the end, to return the favor.