Justice is Served

Now this is the sort of film title I’d like to see in an era where the rich are getting richer, the middle class is eroding and the poor are becoming a majority. But Millionaires in Prison (1940) is not in the muck-racking tradition of Inside Job (2010) or Capitalism: A Love Story (2009) or Enron: The Smartest Guys In the Room (2005). Instead, it’s a 1940 grade-B programmer from RKO which serves up two terrific premises but doesn’t quite deliver on either in the expected way. Still, it’s rather astonishing that the filmmakers were able to shoehorn two ambitious storylines along with a romantic subplot (two of the convict protagonists have girlfriends on the outside) into a 65-minute movie.  

The oddball nature of the thing makes it an entertaining curiosity; high drama and low comedy mix it up in a schizophrenic but genial mishmash. This is prison melodrama played as fantasy and is far removed from more realistic penitentiary flicks from The Big House (1930) on up to the reform-minded Brubaker (1980) and beyond.

Two former company presidents Harold Kellogg (Thurston Hall, left) and Bruce Vander (Raymond Walburn) are convicted and sent to prison in the 1940 movie, Millionaires in Prison.

Plot one of Millionaires in Prison – and this is potentially the juiciest – introduces us to five convicted men of wealth and position who are carted off in handcuffs in the opening scenes. They aren’t headed for any white collar jail but the same state institution that contains mostly lower class, hardcore criminal types among its inhabitants. The new inmates include Bill Collins (Truman Bradley), a high society doctor convicted in a serious DUI accident; Bruce Vander (Raymond Walburn) and Harold Kellogg (Thurston Hall), two elitist company presidents who were willingly duped into illegal business practices by their crooked corporate lawyers; and James Brent (Morgan Conway) and Sidney Keats (Chester Clute), two ruthlessly corrupt entrepreneurs who specialize in wildcat stocks and Ponzi schemes. Regarding the latter pair, a newspaper editor briefs his reporter on the case saying, “They’ve cost the public more than the Panama Canal and I think they’ve even sold that twice.”

Corrupt entrepreneurs Sidney Keats (Chester Clute, left) and James Brent (Morgan Conway) never stop scamming victims, even in jail, in the 1940 film Millionaires in Prison.

The idea of these privileged, highfalutin men being thrown into a closed society of much more dangerous criminals to fend for themselves is rich indeed. As they are first marched down their cell block past the other prisoners, they endure the expected catcalls, whistles and insulting humor. Two convicts, camping it up, offer swishy “Hello There” greetings with effeminate hand waves while another one, sporting a fake British accent asks, “How are things on the Riviera?” But once they arrive at their mutual cell – yes, all five of them are housed together  – any sense of gritty reality quickly departs as they meet their three fellow cellmates, one of whom is Three Stooges veteran Shemp Howard. He plays a convicted bigamist named Professor, who is guilty of trigamy since he was married to three wives at the same time (I would love to see them!).

Shemp Howard plays a man convicted of trigamy in the comedy-drama Millionaires in Prison (1940).

It quickly becomes apparent that the duo of Raymond Walburn and Thurston Hall are the comic relief…and they are delightful in their roles, summoning up fond memories of the best screwball comedies. It’s also clear that Morgan Conway and Chester Clute are the real villains of the piece with Conway’s amoral high roller scoring extra points for his sheer loathsomeness. Not only does this pair show no remorse for their deeds or any concern for anything beyond their own self-interests but they try to lure fellow prisoners into investing in a worthless copper mine. At one point, Conway arrogantly states to Clute, “There’s a certain satisfaction in outsmarting these suckers.” If anybody ever deserved a shiv in the back, it’s this guy.

Nick Burton (Lee Tracy) is the real hero of the comedy-drama Millionaires in Prison (1940), directed by Ray McCarey.

Enter Lee Tracy, the real star of Millionaires in Prison, as Nick Burton, a streetwise but on-the-level prison kingpin who secretly runs the place and is equally respected by the prisoners, guards and warden. Watching Tracy play cat and mouse with the snide, condescending team of Conway and Clute provides the requisite drama for plot one.

Dr. William Collins (Truman Bradley) with girlfriend Helen Hewitt (Linda Hayes) faces a jail term for a serious DUI accident in Millionaires in Prison (1940).

The second plot of the film focuses on Dr. Collins, his ultimate redemption and reunion with his high society fiance Helen (Linda Hayes). What is the most interesting and unusual aspect of this is how Collins arrives at this happy ending. He is offered an opportunity by the prison doctor (Selmer Jackson) to continue practicing medicine within the jail despite certain disbarment from the outside medical profession. After getting permission to continue his research on a cure for the deadly Malta Fever (a real disease, also known as Brucellosis), he makes significant progress through his experiments on mice….but what he really needs is a human guinea pig. Thanks to the warden, he is allowed to solicit prisoners to volunteer to be test patients for his experiment with a promise of $10,000 each.  This is where Nick comes in, playing a con game on Walburn, Hall, Conway and Clute, to raise the necessary finances. The very idea of subjecting prisoners to a lethal virus with an unproven antidote for it is disturbing stuff and would make an intriguing topic for another movie. In fact, a similar plot device was introduced in Experiment Alcatraz, a 1950 B-movie by director Edward L. Cahn in which convict guinea pigs are injected with radioactive isotopes in hopes of finding a cure for a fatal blood disease.   Even though Millionaires in Prison was never designed to be anything other than cheap filler for the bottom half of double features, it might have been much more compelling if the major plot of incarcerated tycoons had been played straight. To see these reprehensible men forced to live in the starkest conditions and stripped of all power and control would be karmic revenge and somehow deeply satisfying. But it’s not that kind of movie or that kind of prison. This “Big House” has no sadistic guards, no savage punishments, no male rapes or any intimations of it, no wicked wardens (a la Hume Cronyn in 1947’s Brute Force), and no truly threatening, psychotic prisoners. In fact, the whole place is more like a fraternity house than a penitentiary and is one reason why the movie works on the level of total fantasy.

Hume Cronyn (right) plays a sadistic warden in the 1947 prison film Brute Force, co-starring Burt Lancaster (left).

As for the secondary plot with experiments being conducted on the prisoners, that storyline could have benefited from a black comedy approach borrowing elements of Island of Lost Souls and other horror/sci-fi medical experiment thrillers. Wouldn’t you love to see a prison film where some of the jailbirds, due to experimental drugs, morph into crazed humanoid creatures and take revenge on their jailers?

Charles Laughton plays the evil scientist who experiments on animals and humans in Island of Lost Souls (1932).

What distinguishes Millionaires in Prison from other RKO programmers of its era are a handful of charismatic performances, some hilarious dialogue and situations and brisk direction by Ray McCarey, the younger brother of Leo McCarey (The Awful Truth, 1937). Ray is best known for his many comedy shorts featuring Fatty Arbuckle, The Three Stooges, Laurel and Hardy, Bert Lahr and others.

Lee Tracy (left) shares some confidential information with fellow prisoners Shemp Howard and Elliott Sullivan (right) in Millionaires in Prison (1940).

Lee Tracy as the wily, all-knowing insider anchors the film and is the connective tissue between the two ambitious plots. Tracy was a driving, high energy presence in Pre-Code movies with his gift for gab and brazen behavior but he gives a more subdued, introspective performance in Millionaires in Prison. It’s an unusual change of pace for him – he comes across like a mellow jailhouse version of Will Rogers – but his laid-back performance could be reflective of the actor’s state of affairs by this point in his career. Tracy had burned many bridges at various studios, especially MGM, over the years with his difficult behavior on film sets.

Lee Tracy in his Pre-Code heyday in the 1933 film, Clear All Wires.

According to Imogen Sarah Smith in her essay on Tracy on the Bright Lights Film Journal web site, he was “an unapologetic bad boy, notorious for drinking, missing work, and being flippant to interviewers. He announced that he didn’t want a home or children but preferred to live transiently in hotel rooms, and claimed that in New York he cheered himself up by watching Long Island commuters with ‘that strained and anxious husband look in their eyes.’ He tried to get out of paying taxes by claiming his residence was ‘Trucksville, Pennsylvania’ and writing off money spent in Hollywood as business expenses, including tips he paid the studio to let him sleep late in the morning. Arrested in 1935 for firing a gun through his neighbor’s window while drunk, he explained that his real target was an ashtray he had never liked.”

Lee Tracy (right) sympathizes with his cell mate Truman Bradley in Millionaires in Prison (1940).

By the time, Tracy made Millionaires in Prison, he was freelancing for RKO and would only go on to make five more films during the decade before calling it quits, opting instead to work in theatre and television. There was a final hurrah for him, however, when a made a brief comeback in a supporting role in the 1964 political drama, The Best Man. It earned him both an Oscar and a Golden Globe nomination. It would be his last film and he died in 1968.   While Tracy is always worth watching in anything and one of the main attractions of Millionaires in Prison, the real scene stealers here are Raymond Walburn and Thurston Hall as the constantly astonished bon vivant jailbirds. Both actors have appeared in similar character roles throughout their careers with Walburn a familiar face from Frank Capra’s Mr. Deeds Goes to Town (1936) and Preston Sturges’s Hail the Conquering Hero (1944) while Hall is memorable in The Secret Life of Walter Mitty (1947) and the TV series Topper. Together they make an ideal comedy team and the laughs begin as soon as they arrive at the pen. “I don’t see any reason why the warden should object to uniforms by my own tailor,” Walburn states at the outset.

Raymond Walburn (left) and Thurston Hall bemoan the lack of gourmet food in jail in Millionaires in Prison (1940).

Of course, things get progressively worse and the mess hall becomes their biggest cross to bear. Staring at the beans on his plate, Walburn exclaims, “A person can endure just so much,” then calls the guard over: “See here my good man. I can’t eat beans. It just so happens they don’t agree with me.” Hall chimes in, asking “Would it be possible to eat in the cell? We’d pay to have our food brought in.” When the guard sarcastically says he’ll take it up with the warden, the two press their luck further. “Well, in that case, I’ll have a filet, just a touch on the rare side,” says Walburn delightedly, while Hall bravely ventures, “I’ll have some blue point oysters on the half shell.” Their food fantasy ends abruptly as the guard screams at them to “EAT THEM BEANS!”

Raymond Walburn (left) and Thurston Hall are the comic relief in the 1940 film Millionaires in Prison.

Walburn and Hall’s obsession with gourmet dishes, in fact, becomes a constant running gag throughout the movie with Walburn spending all of his time planning an elaborate menu for his nephew’s fancy bachelor club dinner with Hall designing the wine list (Grady Sutton has a cameo role as Walburn’s nephew, who visits him in jail).  Eventually Walburn’s food fetish dovetails perfectly with a climax in which the four prisoner guinea pigs, having survived the deadly Malta Fever, are rewarded with a high class meal. Walburn is more than excited to compose their menu which consists of:

Canapé of Beluga cavier

Essence of Terrapin

Coeur d’antichaut

Petit Fours


Chartreuse Frappe

Haricots Blancs

Raymond Walburn (right center) thinks he is finally getting a fancy gourmet meal in the 1940 film Millionaires in Prison.

Of course, the whole thing is prepared by the prison chef and when it arrives on a fancy serving tray hidden underneath a silver domed platter, it turns out to be a huge, steaming pile of BEANS! It’s a priceless visual punchline to the movie’s long running joke and a perfect example of what this movie does best. Not that you’d expect anything from a RKO B-movie from the forties entitled Millionaires in Prison but you might be more than pleasantly surprised if you take the bait.

Chester Clute (left) and Morgan Conway are the real villains in the 1940 comedy drama Millionaires in Prison…and they get their just desserts.

For many years the only way you could see Millionaires in Prison was on television via Turner Classic Movies or some other TV airing but in March 2017 the Warner Archive Collection released the film as a DVD-R. It has no extra features but it is your best option for seeing the movie.   Other websites of interest:











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