Alan Swann (Peter O'Toole) was at his height of fame during the swash-buckler, late 1930's and 1940's era of movies, that Benji Stone (Mark-Linn Baker) grew up with. Swann was Benji's personal hero!

So when Swann was forced to appear on the Comedy Calvacade variety TV show (1954) that freshman writer Stone wrote for, to pay his back taxes, Stone was absolutely thrilled. However, when Swann arrived at the initial planning meeting with Stan King Kaiser (Joseph Bologna) and the writing staff, he was really plastered. When Kaiser wanted to fire the drunken Swann right on the spot, Stone came valiantly to Swann's defense with great verbal aplomb. Kaiser relents but makes Stone personally accountable for Swann's behavior. Stone must make sure that Swann comes to rehearsals and the live performance, or risk loosing his job on Kaiser's script writing team. Swann takes Benji on a wild, rollercoaster ride, resulting in a classic comedy with heartfelt and poignant moments sandwiched between hilarious situations.

A favorite sequence of scenes with Swann and Benji Stone starts when Benji takes Swann back to Brooklyn to his mother, Belle Mae Carrioca (Lainie Kazan) and step-father's apartment for a family dinner. Of course, other members of Benji's eccentric extended family come to dinner as well. While Benji is most uncomfortable by his family's behavior, Swann accepts all of it with charm and grace, unfazed by it all. What makes him come slowly unglued though, is when Benji's Mom mildly chastises Swann for not seeing his daughter, Tess (Cady McClain), which leads to a drinking binge, rappelling down the side of a building using a fire hose, and taking an early morning ride on a stolen police horse through Central Park!!

With tremendous effort, Benji manages to get Swann to the dress rehearsal, despite Swann's last minute trip to CT. All goes well, until Swann finds out just before showtime that the show is done live in front of the T.V. camera and a live audience!! "I'm not an actor, I'm a movie star!!" Can Benji and Swann's personal chauffeur, Alfi (Tony DiBenedetto) convince Swann to honor his commitment and rise to the occasion, finding a creative way to save the day?

The secondary storyline involves the trials that Stan King Kaiser has with this script that was written for this particular show. While Benji has more than he can handle taking care of Swann, Stan King Kaiser (Joseph Bologna) has some trouble of his own. It seems that a shady union boss, by the name of Karl Rojeck (Cameron Mitchell) hates the satirical, reoccurring mob boss character that Kaiser had portrayed on past shows, and is stubbornly determined to do on this upcoming show, which makes fun of Boss Rojeck and the way he runs his mob-related business in the city. A very funny sequence of scenes not to be missed is this official meeting of Rojeck, Kaiser and the lawyers. After personally trying to dissuade Kaiser from doing it in a heated meeting, Rojeck then plots to stop the show, through threats, attempting to rough up people, and a final confrontation that is literally in front of everyone.

This comedic masterpiece was superbly directed by the comically talented Richard Benjamin (Diary of a Mad Housewife), who has had a long successful career as both an actor and director. He understands and has a sense about how to successfully direct and pace the hilarity in the script and the comic timing between the cast members, which was always right on the mark.

This classic comedy was written by Dennis Palumbo and Norman Steinburg, who also wrote "Blazing Saddles." It is a rich script, that gives this very talented cast plenty to work with. Interestingly, some say this screenplay is based on the backstage experiences of a young freshman writer, Mel Brooks, who along with Woody Allen and Neil Simon were on the writing staff on the live variety show, "Your Show of Shows," with Sid Ceasar, in 1954. Mel Brooksâ production company, Brooksfilms Limited, along with Michael Gruskoff Production Company produced the film, so Mel Brooks himself had some input and influence in this classic comedy.

My favorite sequence of scenes is the fantastic last 20 minutes, where the main plot and the secondary story come together in a creative way that is both hilarious and poignant. No matter what was happening on stage, the show must go on, with the audience thinking it was all part of the original scripted show. Some hysterical improvisational work really entertains the live audience, completely oblivious to what was really going on.

Peter O'Toole was nominated for Best Actor for his brilliant portrayal of the complicated man, Alan Swann, who medicates himself with alcohol because he isn't happy the way his life has gone, and he is dependent on booze to face anything hard or unpleasant. His character evolves at the end when he heroically comes to the rescue of Stan King Kaiser in an entertaining fashion, which inturn gives him the strength to fulfill one of his other more important life responsibilities.

One of my favorite poignant moments in the film happens when Swann goes up to CT. the first time to see his daughter Tess, right before the show. As he watches her ride her bike, he is unable to get out of his limosine to go and talk to her, as he lacks the courage and is too ashamed. As he struggles as to what to do, Peter with his facial expressions alone effectively tears at the audiences' emotions as he struggles within himself, trying to do the right thing, but can't quite do it, which makes him feel even more shame.

Mark-Linn Baker ("Perfect Strangers"- the television series) is very convincing as the idealistic Benji Stone, who firmly believes and says with conviction to his boss that Alan Swann will rise to the occasion and successfully do the show, because of his past accomplishments in Stone's favorite adventure movies and because of his showmanship as a heroic figure. Stone finds out what a handful Swann is, and must break through to reach the hero in Swann that Stone is convinced still exists somewhere in Swann's being.

Joseph Bologna does a great job portraying Stan King Kaiser, comedy king pin, who has his own variety show, and all the headaches and challenges that go along with it; a womanizing drunkard as a guest star, working with a wise-acre writing staff, having to decide what is funny and what isn't, and having the courage to stick to a funny skit with the goal of having an entertaining show for the watching public, despite the threatening consequences from a bully and a villain.

Bologna does a great job portraying a gifted comedian who sees himself as a tough guy up to the challenge, but also someone who is sensitive to hurt feelings, especially of his staff. When he totally rejects Sy's opening monologue, in a rather strong way because he thinks it isn't funny, and Sy goes and sits down with his head in his hands, Bologna asks his assistant, K.C. Downing (Harper) to buy Sy 4 white wall tires.

Adolph Green does a great job as Leo Silver, the producer of the show. My favorite comical sequence of scenes between Green and Bologna is when Bologna is freaking out because he thinks that he has the wrong costume on for the opening skit, which is what he does before every show, every week.

Jessica Harper as production assistant K.C. Downing does a nice job as the young woman that Benji is madly in love with. When Benji keeps bombing big time with her, Swann gives Benji some tips on how to win her over. This side diversion from the other two storylines wasn't really needed, and slowed down the rest of the film a little. I think this part was added by the writers to show the developing friendship between Swann and Stone, so the ending would be believable.

The supporting cast included a lot of character actors and actresses that had a great time with their various eccentric roles, providing some great comedic supporting performances. All worked well together in various ensemble groups.

Especially funny were three of the staff writers. Anne De Salvo, who played Alice Miller, Basil Hoffman, who played Herb Lee, and Bill Macy, who played head writer Sy Benson. Miller and Lee had some funny moments together, sometimes at the expense of the head writer, Sy Benson (Bill Macy) a great, fussy, straight man for the others' shenanigans.

At the Brooklyn dinner, Lou Jacobi had a lot of fun being Benji's Uncle Morty. Lainie Kazan as Benji's Mom is the epitome of the Jewish mother. Ramon Sison as Philippino boxer Rockie Carroca is colorful indeed, and had made an interesting meal, with meat not normally eaten by Americans and westerners.