Greatly enhanced by its deft use of color, this third film version of Hammerstein and Kern's classic musical is nearly as good as the superlative second and much better than the lackluster first (1936 and 1929, respectively). Yet, as was the case with the 1936 version, the Motion Picture Academy barely acknowledged the film's excellence, nominating only Charles Rosher's cinematography and Adolph Deutsch and Conrad Salinger's musical direction. This time out the story is considerably altered and compressed, with Kathryn Grayson in the role of Magnolia and Ava Gardner as Julie, the much-wronged mulatto who helps save Magnolia's marriage to gambler-turned-entertainer Gaylord Ravenal (Howard Keel). The action is again played out on a Mississippi riverboat, The Cotton Blossom, piloted by Magnolia's father, Capt. Andy Hawks (Joe E. Brown, whom Edna Ferber reputedly had in mind when she created the character of Capt. Andy for the novel whence the musical sprang). Agnes Moorehead plays Capt. Andy's tough cookie spouse and Leif Erickson is the deckhand who reveals Julie's miscegenation to the authorities when she rebuffs his advances. After planning to shoot the film on location in Mississippi, MGM decided it would be more cost effective to keep the cast at home and, like the 1936 production, went to great lengths to create a realistic riverboat, constructing one from scratch that was over 170 feet long, nearly 60 feet high, and cost more than $125,000. Among the film's fine performances are those of Grayson, who had already played Magnolia in a segment of the fanciful biopic of Kern, TILL THE CLOUDS ROLL BY, and Gardner, who did her own singing but had her voice dubbed by Annette Warren after preview audiences reacted coolly to the beautiful leading lady's vocalizing. Although the film's musical numbers are almost entirely the Kern-Hammerstein originals, the finale, "After the Ball," was penned by Charles K. Harris, while P.G. Wodehouse and Guy Bolton wrote new lyrics for "Bill."