The Virginian-Pilot
                             THE VIRGINIAN-PILOT 
              Copyright (c) 1994, Landmark Communications, Inc.

DATE: Saturday, August 13, 1994              TAG: 9408120084
SECTION: DAILY BREAK              PAGE: E3   EDITION: FINAL 
TYPE: Movie Review 
SOURCE: BY MAL VINCENT, ENTERTAINMENT WRITER 
                                             LENGTH: Medium:   98 lines

FILM OUTTAKES GIVE NEW ASPECT TO ``THAT'S ENTERTAINMENT! III''

WHEN ``THAT'S Entertainment'' was released in 1974, the ads proclaimed, ``Boy . . . Do We Need It Now!''

Twenty years later, we need it even more. ``That's Entertainment! III,'' an all-new and often innovative tribute to the color-splashed and star-infused MGM musicals of yesteryear, emerges as much better than anyone could have expected. To begin with, it has the allure of a lost America - an entertainment era when we were not as cynical nor as rushed as today.

There is a proven market for this brand of extravaganza. In 1974, ``That's Entertainment'' grossed $50 million to become the sixth biggest hit of that movie year. ``That's Entertainment, Part II'' also did amazingly well in theaters. Both are perennial bestsellers in the video stores.

So, what's left?

Movie historians were adept at choosing the best clips for the first two films. When they were first released, there was a fear that fans would rebel over which scenes were left out. Miraculously, there seemed to be a consensus that the best moments were chosen. (Although there were grumblings that dance took precedence over vocals. Dance even got its own compilation with ``That's Dancing'').

The surprising thing about ``That's Entertainment! III'' is not just that it has discovered a whopping 62 musical numbers that were not used in the other films. Besides that, it also discovered entries we've never seen before. Outtakes from famous films, never before released in theaters, give this a decidedly new aspect.

For example, there are three ``new'' Judy Garland numbers: ``March of the Doagies'' from ``The Harvey Girls,'' ``Mr. Monotony'' from ``Easter Parade'' and ``I'm an Indian Too'' from ``Annie Get Your Gun.'' For one reason or another, all three were cut from the original films. (Betty Hutton replaced Garland in ``Annie Get Your Gun'' after Garland's nervous breakdown). Debbie Reynolds sings ``You Are My Lucky Star,'' which was cut from ``Singing in the Rain.'' Lena Horne sings ``Ain't it the Truth'' in a bubble bath scene that was cut from ``Cabin in the Sky.''

Cyd Charisse is seen doing ``Two-Faced Woman,'' a number that was cut from ``The Band Wagon'' and then revived for Joan Crawford in ``Torch Song.''

We get a rare chance to see the meticulous planning and rehearsal that went into any Fred Astaire routine. With the use of a split screen, we see Astaire doing ``I Wanna Be a Dancin' Man'' on two different occasions. The steps are identical - proving how much planning went into the seemingly spontaneous dancing.

Dubbing of songs is also investigated. Ava Gardner, the North Carolina beauty who once lived in Newport News, landed the all-important role of Julie in ``Show Boat'' and recorded her two big songs, ``Can't Help Loving Dat Man'' and ``Bill'' but the studio decided, at the last moment, to dub the voice of off-screen hireling Annette Warren. Here, for the first time in a theater, the original voice of Gardner is heard.

There are a lot of innovative gems but there are also many routine clips - if anything from this era of movie musicals could be called routine.

Unfortunately, there are a few moments wasted on cruel little talentless things like the embarrassing Ross Sisters (contortionists) doing ``Solid Potato Salad'' from ``Broadway Rhythm.'' It's meant to be camp but actually is merely a suggestion that some form of musical entertainment DOES date. Happily, there is very little footage devoted to this ill-considered effort to be smarty and mod.

Most regrettable is the needless use of present-day hosts who sometimes look shockingly old and consequently destroy our illusions as they trot out to talk about the studio - often using banal lines written by some hack who thinks it's necessary for us to be told rather than just letting us see. Hey, it's OK for us to get older, but we'd like Esther Williams to always stay the same. Among the unfortunate hosts are June Allyson, Ann Miller, Esther Williams, Howard Keel and Mickey Rooney. They fare much better in their clips than in their on-camera commentary.

The little-known bits include ``Baby, You Knock Me Out'' by Cyd Charisse from ``It's Always Fair Weather;'' ``Fit as a Fiddle'' by Gene Kelly and Donald O'Connor from ``Singing in the Rain;'' Ann Miller tapping ``Shakin' the Blues Away'' from ``Easter Parade''; Elvis Presley doing ``Jailhouse Rock;'' and Louis Jourdan singing the title song from ``Gigi,'' which, in 1958, was the last great MGM musical.

It's true that they don't make 'em like this anymore but it's just as true that these clips are more entertaining, in a way, than the original films. Here, we have the musical numbers and we don't have to put up with those pesky plots. This is a highly entertaining visit to the grandeur that was. ILLUSTRATION: MOVIE REVIEW

``That's Entertainment! III''

Cast: Gene Kelly, Ava Gardner, Cyd Charisse, Lena Horne, Howard

Keel, Fred Astaire, Ann Miller, Debbie Reynolds, Esther Williams,

June Allyson, Mickey Rooney, Carmen Miranda, Elvis Presley, Joan

Crawford, Kathryn Grayson, Frank Sinatra.

Directors and Writers: Bud Frieden and Michael J. Sheridan

Music: Arranged by Marc Shaiman

MPAA rating: G ( suitable for all audiences)

Mal's rating: ****

Locations: Naro Expanded Cinema in Norfolk (Saturday and Sunday

at 2:30 p.m., Monday and Tuesday at 7 and 9:15 p.m.)

by CNB