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Keep 'Em Flying (1941)

 -  Comedy | Music | War  -  28 November 1941 (USA)
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When a barnstorming stunt pilot decides to join the air corps, his two goofball assistants decide to go with him. Since the two are Abbott & Costello, the air corps doesn't know what it's in for.


(story), (screenplay), 2 more credits »
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Complete credited cast:
Martha Raye ...
Gloria Phelps / Barbara Phelps
Linda Joyce
William Gargan ...
Craig Morrison
Dick Foran ...
Jinx Roberts
Charles Lang ...
Jim 'Jimmy' Joyce
William B. Davidson ...
Gonigle - Carnival Owner) (as William Davidson)
Truman Bradley ...
Butch - Academy Officer
Loring Smith ...
Maj. Barstow
William Forrest ...
Freddie Slack ...
Sideshow Pianist
The Six Hits ...
The Six Hits


When a barnstorming stunt pilot decides to join the air corps, his two goofball assistants decide to go with him. Since the two are Abbott & Costello, the air corps doesn't know what it's in for.

Plot Summary | Add Synopsis


AMERICA'S FAVORITE COMICS with a bombload of belly-laughs! See more »


Comedy | Music | War


Approved | See all certifications »




Release Date:

28 November 1941 (USA)  »

Also Known As:

Up in the Air  »

Company Credits

Production Co:

Show detailed on  »

Technical Specs


Sound Mix:

(Western Electric Mirrophonic Recording)

Aspect Ratio:

1.37 : 1
See  »

Did You Know?


Maj. Robert Scott was more than just the "technical advisor" for this film. As the base commander at Cal Aero, the training facility where "Keep 'Em Flying" was filmed, he would not permit a civilian to perform the scene where a trainer is taxied fast through the four hangars, which were built end-to-end. In his book, "The Day I Owned the Sky", Scott (author of the book on which God Is My Co-Pilot (1945) is based) revealed that he performed the stunt himself. See more »


When Benson and Heathcliff's plane lands, it is without landing gear in an area where no planes are near. When Heathcliff gets out of the plane, it is upright, indicating that landing gear is present, and other planes surround theirs. See more »


Blackie Benson: No, you don't want to drink. Remember, every time you go into a barroom, the Devil goes in with you.
Heathcliff: If he does, he buys his own drink.
See more »


Featured in Hollywood: The Gift of Laughter (1982) See more »


Pig Foot Pete
Lyrics by Don Raye
Music by Gene de Paul
Sung by Martha Raye and The Six Hits in the USO Hall
See more »

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User Reviews

Just Plane Crazy
12 April 2003 | by (Kissimmee, Florida) – See all my reviews

KEEP 'EM FLYING (Universal, 1941), directed by Arthur Lubin, marks the fifth screen collaboration of the popular comedy team of Bud Abbott and Lou Costello who, in this venture, take to the air and have quite a time staying on the ground. Previously appearing in the Army in BUCK PRIVATES (1941) and IN THE NAVY (1941), each featuring the Andrews Sisters, what logical choice to find them back in peacetime military comedy, this time with the Army Air Corps, with Martha Raye and Carol Bruce stepping in for the Andrews Sisters.

The story begins in a carnival where Jinx Roberts (Dick Foran) works as a daredevil stunt pilot. After getting fired by his boss, McGonigle (William B. Davidson), Jinx, along with his two assistants, Blackie (Bud Abbott) and Heathcliff (Lou Costello) enlist at the army air corps at Cal-Aero Academy. While there, Jinx immediately meets and falls in love with Linda Joyce (Carol Bruce), a USO hostess and singer, who has a jealous boyfriend (William Gargan) and brother (Charles Lang), who disapproves of him dating his sister, while Jinx and Heathcliff encounter confusion after meeting up with Gloria Phelps, who happens to have a twin sister, Barbara (both played by Martha Raye). In between these love matches comes a handful of Abbott and Costello routines and stunts that keep this film going at a fast pace for 86 minutes. There is also time out for music, featuring some popular 40s tunes of the day by Don Raye and Gene DePaul including: "I'm Getting Sentimental Over You" (written by Ned Washington and George Bassman/ sung by Carol Bruce); "Pig Foot Pete" (Sung by Martha Raye); "Keep 'Em Flying" (sung by Dick Foran); "The Boy With the Wistful Eyes" and "Keep 'Em Flying" (reprise).

Aside from the romantic subplots, the movie relatively belongs to Abbott and Costello who supply the story with their comedy highlights: The "Go ahead, order something" routine where Blackie and Heathcliff only have a quarter to their name and go to a diner where Blackie orders only a turkey sandwich and a cup of coffee, with the intention of splitting the order with his partner, but whenever the waitress (Raye) asks for Heathcliff's order and says he doesn't want anything, it is Blackie who coaxes him to order something, only to give him a slap in the face and tell him that no matter how much he coaxes him, he should refuse. This routine is further developed when the daffy waitress (Raye) gives Heathcliff a piece of cake on the house, and when she goes to the kitchen, the other, her serious-minded twin sister (Raye) returns to find Heathcliffe with the cake and insisting that he'd pay for it. Other highlights include Heathcliff in the tunnel of love with one of the twin sisters; Blackie and Heathcliff riding on a runaway torpedo all over the base, followed by a couple of scenes involving the comedic dual taking to the air via plane and creating unintentional stunts of their own before parachuting to safety. In spite of obvious rear projection backgrounds, these faults should be overlooked and simply enjoyed as originally intended.

Featured in the supporting cast are: Truman Bradley as Butch, and Freddie Slack and his Six Hits. Martha Raye, who adds twice as much fun playing twin sisters, each partnered with Bud and Lou, works well with the team. It seems a pity that she didn't get to work with Abbott and Costello again for that they make a wonderful trio. While a formula movie the plays strictly for laughs, it is Costello who gets his rare opportunity on screen to show himself on the serious side in one scene early in the story when he pleads with a major to give him a job so that he could serve his country. This sequence could have been a low point, but funny man Costello manages to make this brief moment followed by a patriotic speech believable and moving. He certainly was an original.

While KEEP 'EM FLYING might be considered extremely dated by today's standards, it still ranks one of the funnier comedies of the 1940s. KEEP 'EM FLYING is available on video cassette through MCA Home Video. Once presented on the cable television's The Comedy Channel in the early 1990s, it resurfaced on New Year's Eve, December 31, 2000, on American Movie Classics where it played occasionally for almost two years. (***)

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