one minute in and i know i be watch something wonderful . the scene of the character in phone booth let u know immediately who they be and what theyre about . we know lionel barrymore die while john barrymore up to something . phone booth be suppose to be private and but be allow to eavesdrop on people intimate conversation it thrill and a great way to kick start a film . by the time we enter the lobby and with that wonderful three and a half minute ( i time it . ) elevate shot of everything that go on and with the character wander in and out of the frame and hanging in the background and i be helplessly lose in the action . i literally say to myself represent this be great . a big goofy smile on my face and i watch the film get good and good . every single performance and with the possible exception of garbo and be flawless . a far cry from my opinion of him in dinner at eight and i think beery be very good and deliver a blustering and dominant performance and but sad and almost child like and at time . crawford ( the first film of hers i have see ) be and at least to me and a revelation . i can not shake the image of her with that baby jane look and and i be surprise at how beautiful she be here . her scheming be so subtle i hardly notice it until the very end . then i replay her scene in my mind and everything fit into place . be she always this sassy . garbo be possibly the weak link . she be impressive and do not get me wrong and but there something dated about her acting and something that just do not sit right . i do not know and maybe she too iconic . when she do not have barrymore to act with i felt she be lack something . john barrymore be excellent . i simply can not fault anything this man do . he now share my favourite actor spot with brando . but lionel barrymore stole it . his turn a the dying and socially awkward geek live life for the first time be one of the best performance i have ever see . absolutely tragic . the scene immediately before he dance with crawford make me cry . the guy be heart breaking . from his mumble complaint at the front desk and just try to be hear and to his desperate search for his pocketbook and while the thief wrestle with his conscience and to his confrontation with beery and he be note perfect . his gesticulation and the movement of his eye and the strained look on his face and everything scream sadness and desperation and and dignity . the music be perfect . it seem to almost never stop . waltz echo the way the character dance around each other and whether it to steal pearl and bed stenographer and coax insecure ballerina and or confront tyrannical boss . the direction be often dizzying represent the previously mention shot ( and there be more than a few others ) that seem to go on forever while the shot look down on the distant lobby far below and in all it deco glory . not a frame be waste . it one of the very few film i would be happy to see run an hour longer . it snappy and fast paced and glamorous and sexy and sophisticated and funny and and ultimately tragic .