Madeline's third and final film for director Peter Bogdanovich... and it was a notorious flop. It was to have been Bogdanovich's homage to 1930's musicals, and he utilized a great Cole Porter score. The film focused on two couples: millionaire Michael Oliver Pritchard III (Burt Reynolds) and musical comedy star Kitty O'Kelly (Madeline Kahn), and indigent Brooke Carter (Cybill Shepherd) and Italian gambler Johnny Spanish (Duilio Del Prete). Eventually, Pritchard and Brooke fall in love, and their respective lovers agree to make them jealous by appearing to fall in love themselves. Meanwhile, Brooke's brassy maid Beth (Eileen Brennan) pursues Pritchard's urbane valet Rodney (John Hillerman). In the end, the couples pair off successfully and all are happy.

This really was a charming film, plotwise... everyone seems to be enjoying themselves, and it shows onscreen. Also, the delightful homage aspect of the film recalled "What's Up, Doc?" Unfortunately, there were a few irksome -- and obvious -- flaws that cannot be ignored. For instance, the leads, Burt Reynolds and Cybill Shepherd, did not possess the vocal talents necessary to carry a musical film. (Perhaps if Madeline had been given the lead, it would have been a different story: she has one of the most beautiful voices I've ever heard.) At the time this film was made, Bogdanovich was dating Shepherd, and apparently it affected his work: rumor has it that, although Reynolds, Shepherd, Madeline, and costar Duilio Del Prete were originally to have had four equal parts, Madeline's role was eventually cut by 2/3. So the film appears to be an ensemble piece early on... but after Reynolds' and Shepherd's characters fall for each other, the focus shifts drastically to their story, and one is left wondering what is happening to, quite frankly, the more interesting of the two couples. Ironically, after the film's release, Madeline, even with her role so drastically reduced, was singled out by many critics as one of the only praiseworthy elements of the entire production.