A wealthy young man bets his uncle that he can transform a clumsy cleaning lady into a glamorous fashion plate, then marry her off to his bachelor cousin.



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Cast overview, first billed only:
Looloo Blake
Ronnie Gregory
Gerald Gregory
Dan Cupid
Sid Silvers ...
Irene Bentley ...
Jane Holman
Ellery Gregory
Adrian Rosley ...
Diana Griffith (as Mary Rogers)
Eve Millstead
Lois Crowley
Susan Fleming ...
Jacqueline Wood
Marcelle Edwards ...
Marjorie King ...
Jean Allen ...


A wealthy young man bets his uncle that he can transform a clumsy cleaning lady into a glamorous fashion plate, then marry her off to his bachelor cousin.

Plot Summary | Add Synopsis







Release Date:

22 September 1933 (USA)  »

Also Known As:

That's My Weakness  »

Company Credits

Production Co:

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Technical Specs


Sound Mix:

Aspect Ratio:

1.37 : 1
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Did You Know?


A copy of this film survives at UCLA Film and Television Archives. See more »


Looloo Blake: Maxie used to be deaf and dumb, but now he can hear.
See more »


How Do I Look?
Music and Lyrics by Buddy G. DeSylva, Leo Robin and Richard A. Whiting
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User Reviews

Weird Pre-Code musical, off-beat and fun at times
17 December 2006 | by (Westchester County, NY) – See all my reviews

Our story begins somewhere over the rainbow, in that distant fairyland of angelic music and fleecy clouds which in old Hollywood movies is usually meant to represent "Heaven." But this isn't the afterlife, it's the ethereal dwelling of Dan Cupid, the mythical imp who shoots humans with arrows and causes them to fall in love. Cupid is played by silent comedy veteran Harry Langdon, who sports wings, a white wig, and a Regency period tailcoat and breeches. In painting and sculpture Cupid is usually depicted as a nude winged boy, while in the more recent (and puritanical) American tradition he wears diapers; I must confess that Harry's quaint 19th century outfit came as something of a relief. In any event, this Cupid addresses the audience directly, introduces himself and demonstrates his power by firing a couple of arrows earthward, instantly transforming an indifferent young man and woman into lovers. He admits however that it isn't always so easy, and proceeds to relate the tale of the toughest case he ever had; thereafter, the story is told in flashback, with occasional interjections by the narrator.

We meet a handsome and wealthy young man named Ronnie Gregory (played by Lew Ayres) who is dismayed to learn that his allowance has been cut off by his Uncle Ellery (Henry Travers). Ellery runs the family business, a brassiere company, and is unhappy about Ronnie's spendthrift ways and prolific womanizing. He is also unhappy that his nephew has refused to go into the business of manufacturing bras, though Ronnie just grins and remarks that he is nonetheless keeping in touch with the company's product. (And he looks like he means it, too.) The two men argue about Ronnie's love life, and somehow the discussion turns to whether he could take a homely woman, transform her into a glamour girl, and marry her off to Uncle Ellery's bachelor son, an ascetic, unappealing and apparently asexual oddball named Gerald (Charles Butterworth). At this point, their squabble is interrupted by the awkward arrival of the building's cleaning lady, a Cockney flower girl named Eliza Doolittle. No, actually she's named Looloo Blake, and she's played by our leading lady Lillian Harvey, but from here on we're in Pygmalion territory. Ronnie bets his uncle that he can transform this ungainly wench into a smooth fashion plate, and make Gerald fall for her and marry her. The bet is on, and so is the movie, but despite the Art Deco trappings and sassy Pre-Code wisecracks if you've read your Shaw you know exactly what's coming, plot-wise.

Ronnie's harem of glamorous girlfriends collectively take up the challenge, and each one volunteers to give Looloo lessons in modern dating behavior. (The gorgeous brunette named Jacqueline who agrees to teach Looloo manners is played by Susan Fleming, who would later marry Harpo Marx, and her line readings here are just as amusingly flat as in Million Dollar Legs.) Looloo, for her part, emerges as a feisty and rather eccentric English girl who can't figure out why all this fuss is being made over her. She finds her intended husband Gerald quite off-putting, what with his stamp collection and diet of raw carrots, but she quickly takes a shine to Ronnie, much to the dismay of her earthy would-be boyfriend Maxie. Things get even more complicated when randy old Uncle Ellery, who is slated to marry a woman who looks young enough to be his granddaughter, falls for Looloo himself. Plainly, Dan Cupid has made a mess of things.

The plot isn't important, and, as noted above, anyone familiar with Pygmalion or its musical remake My Fair Lady has the inside track on how the story is going to be resolved. My Weakness was concocted to mark the American debut of Lillian Harvey, an Anglo-German musical comedy star who made a splash in silent films and early talkies in Germany, and came to Hollywood at this time in an attempt to duplicate her European success. According to one reference guide, her elfin persona suggested an amalgam of Mary Pickford and Margaret Sullavan, but while watching her here I found myself thinking that Miss Harvey's angular appearance and comic style are more suggestive of Carole Lombard and Lucille Ball. Unfortunately, her material never quite rises to the occasion. You can't fault the filmmakers for trying: My Weakness is full of quirky, stylish touches and off-the-wall ideas. It's funny at times, but several of the quips fall flat, some of the ideas are more weird than clever, and the story momentum doesn't build the way we would like. The film meanders when it should race.

Melodically speaking the songs aren't as memorable as we might like, either, but one musical number is, hands down, the movie's most unforgettable scene. Early on, after Looloo has been installed in a fabulous Deco apartment and realizes that she's falling for Ronnie, the knickknacks in her living-room come to life and sing her a song of warning about the perils of romance: "You Can Be Had -- Be Careful!" Cupid joins in too, fluttering about the place and revealing himself to be the size of a pigeon. Even the stars in Looloo's movie magazine take part: as the pages flip past and pause on photos of Will Rogers, Clara Bow, Janet Gaynor and Warner Baxter we hear their impersonated voices each taking a chorus of the song. It's a bizarre sequence that for me was the highlight of this strange, obscure curio. I gather Lillian Harvey's other American films were more successful than this one, artistically at least, but even when it doesn't quite come off My Weakness is affable and generally fun. Fans of Pre-Code oddities will certainly enjoy the fashions, the decor, and the risqué jokes. I wish the script had been better, though. There's something missing here, and it isn't just the Original Story credit for George Bernard Shaw.

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