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Howard also writes of a scene he invented between Dodsworth and his successor at the auto plant, describing it as funny and moving and the “truest scene in the play.” During rehearsals, however, he saw that it did not work. The satire on American business was so broad that it made Dodsworth's own past seem trivial and futile, lessening the audience's sympathy for him.

This process of streamlining and condensing produced a number of important thematic and character changes. Because the novel offers both a dissection of an American couple's confrontation with Europe and an anatomy of their marriage, Lewis has Sam spend a great deal of time thinking about his Americanism, discussing it, and defending it. His protagonist often feels insecure about his sophistication and intellect, so he defers to his wife, but over the course of the novel, we see him grow in confidence, while Fran is exposed as shallow and childish. Howard's Dodsworth, in contrast, is less introspective and more confident from the outset. He seldom feels the need to justify his Americanness, and he seems more easygoing, more perceptive, and stronger.

The play uses the European locales mostly as settings for Fran's three love interests: Clyde Lockert in England, Arnold Israel in France, and Kurt von Obersdorf in Germany. Its focus remains on the Dodsworths' marriage rather than the cultural theme, dwelling on the contrast between Fran's refusal to age gracefully and her husband's easy acceptance of getting older and moving on in life. (Wyler's camera later exploits this aspect of the play with marvelous precision, demonstrating how each affair's disastrous conclusion reiterates Fran's failure to learn from experience.)

In putting together the creative team for the film version, Samuel Goldwyn retained Sidney Howard to adapt his stage play for the screen, and the film closely follows the play rather than reverting to an adaptation of the novel. There is evidence in Wyler's papers that a rough, undated draft was prepared by Hans Kraly, but there is no other information about his participation. Jerome Chodorov also worked on an early version. Goldwyn originally wanted Gregory La Cava (
My Man Godfrey, Stage Door)
to direct, but he was so impressed by Wyler's work on
These Three
—and by the glowing reviews that film received—that he opted for Wyler instead.

Walter Huston was virtually guaranteed the title role because, under the terms of his Broadway contract, if he were not offered the film role, he would be entitled to 10 percent of the fee for the film rights. In place of Fay Bainter, Goldwyn chose Ruth Chatterton, a two-time Oscar nominee, for the role of Fran. The crucial role of Edith Cortwright was up for negotiation—Geraldine Fitzgerald and Mary Astor were being considered, but Nan Sunderland wanted the part. When Wyler came to see the play during its final run in Cincinnati, Sunderland thought she might be out of the running for Edith but did not know that the role of Fran had already been cast.
11
She was devastated when she did not get either part. Goldwyn wanted Rosalind Russell or Dolores Costello (who had recently divorced John Barrymore) to play Edith. Wyler liked the idea of Costello but felt that Russell's “personality is not striking enough…as you know Mrs. Cortwright's should be.”
12
The part finally went to Mary Astor.

Wyler liked Sidney Howard's script, but he “wanted to loosen it up a little more.”
13
He went to New York to work with the playwright, and together they devised a number of new scenes that were in neither the novel nor the stage play. None of these additions, however, made it to the screen. Howard was pleasantly surprised by Wyler's ear for dialogue and his feel for character and script structure.

In his “Notes for a Treatment,” Howard cites the “danger that on the screen
Dodsworth
may seem a hard story.” Worried that his play “begins too bleakly,” he wanted to start with Sam's youth to give the film “nostalgia and character background.” He explains, “I want the mature Dodsworth to enter the picture as a man whose whole life has been automobiles, so that there may be no doubt of what he is given up when Fran lures him abroad.”
14

An early version of the script by H. C. Potter opens with a scene on a country road. Fran and Sam are driving along in an early model of his car, which breaks down. At this point, Sam (still unidentified in the script) gets under the car to fix it while Fran waits. Finally, she accepts a buggy ride, unbeknownst to Sam, who is still under the car. Once it is finally towed away, the camera cuts to a barn with a sign reading, “
DODSWORTH MOTOR COMPANY. SAMUEL DODSWORTH, FOUNDER AND PRESIDENT
.”
15

Believing that Fran was presented as “a bitch at the outset,” Wyler felt strongly that her character needed to be softened and presented more sympathetically.
16
Howard agreed—in fact, he had already expressed this idea in his notes: “Important point for Fran—and this never satisfied me in the play—to establish a case for her as a woman who has done her job, even though her husband, along sound American lines, has too often thought more of his business than his wife. This is important because Fran will never convince an audience if she is presented merely as a demon of vanity and social ambition.”
17

In his play, Howard emphasizes Fran's fear of growing old, and Ruth Chatterton decided to make that insight the spine of her characterization. Mary Astor wrote in her autobiography that Chatterton was trying to hold on to her own youth at the time, so she identified with the character.
18
This reading of Fran's character, however, generated heated and nasty fights on the set between Wyler and Chatterton. “It was like pulling teeth with her,” Wyler said. “She played Fran like a heavy, and we had momentous fights every day. She was very haughty. She had been a big star.”
19

Chatterton despised Wyler. Her agent had tried to smooth things over beforehand, writing to the director, “I beg you to have a talk with Miss Chatterton before you start shooting. Please put her mind at ease. Needless my telling you how miserable she's been surely through no fault of yours as she has terrific respect for you. Therefore I think if you could have understanding that she will give you [a] great performance.”
20
Unfortunately, nothing worked. Wyler wanted a more nuanced performance, which Chatterton refused to give. Astor wrote, “She disagreed with his direction of every scene, and he was stubborn and smiling, and it drove her to furious outbursts.”
21

David Niven, who played Lockert, also disliked Wyler, describing the director as a “Jekyll and Hyde character” and “a sonofabitch to work with.” He added that Wyler could be “kind of fun and cozy” off the set, but “he became a fiend the moment his bottom touched down in his director's chair.”
22
Wyler commented that Niven “was sort of a playboy around town. He and Merle [Oberon] had a romance. But he fit the part in
Dodsworth
. He played himself.”
23
Wyler and Niven would continue to have difficulties three years later on
Wuthering Heights
.

Mary Astor had no problems with Wyler. “We got in step very quickly. He was meticulous and picky, and he had a sharp tongue, sometimes sarcastic and impatient…. But he knew somehow that sharp criticism bottled me up completely. Nothing would come out. He could use spurs but not a whip.”
24

Wyler also got along well with Walter Huston, with whom he had worked on A
House Divided
. Wyler said of Huston, “He was not an actor you had to hold down. If anything, he was underacting. He was first-class.”
25
In a 1971 interview, Wyler recalled that Huston “had played the part on stage and was letter-perfect in the film. No acting ruses, no acting devices, just the convincing power that comes from complete understanding of the role.”
26

During filming, Mary Astor became embroiled in a scandal that eventually grew into a national sensation—even generating a headline in the
New York Times
on August 11, 1936. A sexually liberated woman, Astor had had her first affair when she was seventeen with then forty-one-year-old John Barrymore. Later, while married to Kenneth Hawks (brother of director Howard Hawks), she had an affair that resulted in a pregnancy and abortion. After Hawks's death in a plane crash, she married Hollywood gynecologist Franklyn Thorpe, with whom she had a daughter, Marilyn. During this marriage, she had an affair with playwright George S. Kaufman, who was in Hollywood in 1935 writing
A Night at the Opera
for the Marx Brothers. When Kaufman moved on to Palm Springs, where he collaborated with Moss Hart on
Merrily We Roll Along
, the affair continued. Astor agreed to a divorce and surrendered custody of their daughter to Thorpe in 1935, but a year later, she changed her mind and brought suit against Thorpe to set aside the divorce, obtain an annulment, and gain custody of the child, along with money and property. Thorpe countersued and tried to get Astor's diary, which chronicled her sexual history, admitted into evidence. When this legal gambit failed, he leaked portions of it to the press instead. Photographers set up camp outside the United Artists studio where
Dodsworth
was being shot and at Astor's home. The judge suspended the trial for a week so that Astor could finish filming, and Goldwyn had a dressing room turned into a suite with a kitchen so that she could live there and would not have to leave the studio.

With pressure mounting, Goldwyn called a meeting that was attended by Jack Warner, Irving Thalberg, Jesse Lasky, Harry Cohen, A. H. Giannini, Louis B. Mayer, and their advisers, as well as by Astor and her lawyer. The producers felt that Astor was making a mistake in going to trial, which would give the industry a bad name. Astor's lawyer insisted that they were going forward as planned. When asked if he was going to invoke the morality clause in the actress's contract, Goldwyn replied, “A woman fighting for her child? This is good.” He stood behind Astor.
27
The judge found in Astor's favor, awarding her temporary custody.

The America of 1936 was not the same country Sinclair Lewis had contemplated in 1928-1929 when he was writing and publishing his novel. That earlier America had not yet spiraled into economic depression or been rocked by the wave of radical political movements advocating communist or socialist revolution. Lewis may have been sharply critical of the capitalist underpinnings of his country, but the temper of his novel is basically conservative, and it still depicts American vitality as the hope for Western progress. By 1936, however, the economic issues that had dominated the intellectual conversation for the first half of the decade began to give way to apprehension about the worsening situation in Europe. Liberals concluded that Nazism posed the gravest threat to Russia and the West, so the political debate shifted from the conflict between capitalism and socialism to the need to defend democracy against the fascism taking hold of Europe.

The film's Sam Dodsworth is an idealized American whose virtues are magnified by Huston's performance, highlighting the character's charm, patience, intellectual curiosity, and devotion to his wife. His openness and folksy humor stand in contrast to the snobbish, selfish Europeans and to his shallow, childish wife. The film's Dodsworth is not a polemical thinker like his fictional counterpart. In chapter 23 of the novel, for example, Dodsworth engages in a debate with Professor Braut on the differences between Americans and Europeans. Braut holds that whereas a culture is measured by the number of great men it produces, America advocates the average achievement of the many. Dodsworth agrees with this concept but argues that the Europeans have mistakenly classified Americans as money-grubbers, gangsters, and rustics. He insists that Europeans are no less materialistic than Americans, that his countrymen do reflect on themselves and their culture, and that this self-examination is evidenced in their desire to grow and mature. These characteristics are simply embodied in the film's protagonist without the need for such didactic exchanges.

In the film, Wyler does not belabor Dodsworth's significance as an idealized type. Dodsworth's most profound antagonist is not a dangerous villain or demagogue but Dodsworth himself, as he fights to overcome his loneliness and examine his untested notions about his country and its culture. The dissolution of his marriage is also presented as a test of his loyalty and of his ability to harness his inner resources and conquer his doubts. The film's Dodsworth also displays the trait that Sinclair Lewis found most attractive in his character—a vitality that the Old World cannot match and that eventually enables him to rise above his uncertainties and emerge triumphant. It is this quality that Wyler, the European émigré, also implies will empower the American democratic spirit to triumph over the threats of fascism then threatening to overwhelm Europe.

Both the novel and the play exploit settings in multiple European capitals and resorts, but location shooting on that scale was out of the question in the 1930s. Instead, Wyler sent cameramen to London, Paris, Vienna, Montreux, and Naples for background shots. “I gave them detailed instructions, of course, and the sets were built so there would be props in the foreground and back projection of matching locations.”
28
Because he wanted to diminish the sense of a travelogue that permeates parts of the novel, however, many of the atmospheric shots of places that figure in the book did not make it to the film. The ones that did make it—parts of Paris, Lake Geneva, and the bay of Naples—play crucial roles.

As it is both a studio film and, like
Counsellor-at-Law
and
These Three
, an adaptation of a play, most of
Dodsworth
relies on interior locations, some of them duplicating Jo Mielziner's sets for the play. The opening of the film, for example, nearly echoes the first scene of the play: “Through the vast, square-paned window of his private office, Samuel Dodsworth…can look out over the roofs and chimneys of his plant at the skyscrapers of Zenith.”
29
But Wyler soon demonstrates his ability to transform and deepen the play's action in cinematic terms. Unlike
Counsellor
, in which he tries to obliterate stage space by means of rapid editing,
Dodsworth
exhibits a sophisticated sense of various modes of cinematic expression. Here, Wyler explores theme through compositions in space, restricting and constricting space and using mirrors to create symbolic spaces. He also structures much of the film by cutting between Fran's escapades and Sam's isolation, thus keeping the narrative focus on the Dodsworth marriage and Sam's “education.” Early in the film, while sailing for Europe on board the
Queen Mary
, Sam confides to Edith Cortwright that he's making this trip to “get a perspective on the U.S.A.” and “to get to know myself at the same time.” This dual quest becomes Wyler's focus as well.

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