"Tonight I have a feeling I'd like to get nearer to nature, to walk on grass, to hear the birds sing their simple songs of love."

"Birds don't sing at night."

"Perhaps not for you, Maria."

One of the most welcome and unexpected surprises so far this year in the world of classic film is the new Blu-ray release of On Approval (1944) from distributor B2MP, in a classy package that includes a full array of extras. As the film has not been readily available on American television or home entertainment for quite some time, it will represent for many viewers a true discovery.

A gem of British high comedy, On Approval is the only film ever directed by actor Clive Brook, who also starred, wrote the script and produced. That he managed to keep the theatrical joys of the show's dialogue while still making the movie feel highly cinematic speaks to his natural abilities as a filmmaker. Frederick Lonsdale's 1927 play had previously been made into a 1930 talkie, starring and directed by the comedian Tom Walls, but it's this 1944 version that has become a classic, with marvelous actors trading comic barbs and witty bits of dialogue that are as sharp and entertaining as ever. Imagine a cross between Oscar Wilde and the Marx Brothers, delivered absolutely deadpan, and you get the idea.

The story centers on two down-on-their-luck Victorian-era aristocrats, George (Clive Brook) and Richard (Roland Culver). As the tenth Duke of Bristol, George gets all the best lines bemoaning his lot in life (he's now a penniless playboy) and mocking everything and everyone around him. At a party, George and Richard meet two wealthy ladies: the filthy-rich Maria (Beatrice Lillie) and the American pickle heiress Helen (Googie Withers). Upon receiving the groveling Richard's advances, Maria suggests that he join her at her Scottish estate for a month as a trial run, to see if they would be compatible as husband and wife. George and Helen invite themselves along.

The action moves to Scotland for the remainder of the story, and the sophisticated hilarity continues unabated as the two couples interact in all combinations. Upon arrival at Maria's estate, the servants are so aghast that these two unmarried couples will be living under the same roof that they eventually (and riotously) quit their jobs in a huff.

On Approval feels like a pre-Code comedy that was made in the "post-Code" era. Certainly the line "Tell her to go to hell" would be unthinkable in an American movie of this era; here it is used repeatedly to great comic effect. But more than just the great dialogue is the free-flowing, irreverent cinematic style of the piece. Brook matches the playfulness of the script with mischievous and inventive techniques like witty cross-cutting, montage, direct address, and a highly imaginative dream sequence. He uses all these devices to directly create visual comedy, which goes a long way toward preventing On Approval from feeling like a filmed play, and which makes the movie feel unified and coherent. The characters and dialogue may be outrageous and zany (beneath their deadpan exterior), but so is the film itself (beneath its own sumptuous-looking surface). It's a perfect match of content and style.

Were it not for a bizarre string of circumstances, the film would exist in quite a different form. As Jeffrey Vance relates in his excellent audio commentary, On Approval was originally directed by Brian Desmond Hurst. Hurst clashed with Brook, however, and as producer, Brook fired him. Brook also fired the original writer (Carl Mayer), cinematographer (Gunther Krampf), and fellow producer (Sydney Box), none of whom saw the tone of the piece in the way that Brook did.

Brook then took over the writing (with an uncredited assist from future James Bond director Terence Young), and hired Claude Friese-Greene as the new cinematographer. But there was no money left for a new director, so Brook took over the chores himself. When the film was done, British distributor Rank had no idea how to market it, and the picture sat on the shelf for almost a year. Finally Brook put up his own money, reassembled the cast, and reshot most of the film, re-cutting other sequences and adding several new ones, including a tongue-in-cheek prologue that perfectly sets up the tone of the piece. Finally released, the 80-minute film played well in the U.K., but less so in the U.S., though the American critic James Agee gave it a rave. Over time, however, thanks to re-releases, it gained a steady critical following on both sides of the Atlantic and is now recognized as a treasure.

It's also an important filmed showcase for the Canadian actress Beatrice Lillie, a comedienne so famous that she was known as "the funniest woman in the world." She entertained many thousands of people over a fifty-year career on stage, radio and television, but only a tiny amount on the big screen, appearing in just a handful of films. Around the time she made this one, she was spending much time entertaining the troops across the European, African and Middle Eastern theaters of World War II. So in tune was Lillie with her audience that a critic once said, "With one dart of her eyes, she can spare a skit writer a dozen lines."

In On Approval, Lillie and her three primary cast mates display virtuoso comic timing. Lillie and Brook, in particular, are marvelous to behold in their scenes together. Behind the scenes, one must not overlook the contribution of costume designer Cecil Beaton, the famous photographer and artist who would go on to design the sets and costumes for Gigi (1958) and My Fair Lady (1964). Beaton's numerous costumes in this film are appropriately stylized and quite simply dazzling, and they help elevate the film to feel like a much higher-budget production than it really was.

B2MP's Blu-ray boasts a gorgeous transfer taken from a 35mm safety negative struck from a nitrate fine grain at the British Film Institute. The sets, and Beaton's exquisite costumes, really sparkle and shine on Blu-ray. There are plenty of extra materials for viewers to pore over. Film historian Jeffrey Vance's commentary is learned, thorough and absorbing, as he mixes scene analysis with larger historical backstory, including details on the film's battle with the censorship boards, and on playwright Lonsdale and the other artists involved.

There's also a charming, 16-minute interview with co-star Googie Withers, conducted by Kevin Brownlow a few years before her death, in which she shares clear memories of Brook and the production. And a nice gallery of production stills contains fascinating images from two deleted sequences, including an epilogue that showed all four characters in their old age. Rounding out the package are liner notes from Scott Eyman, who accurately describes the film as "about the perennial attraction of elegantly expressed bad manners."

Clive Brook had a significant Hollywood career in the 1920s and '30s, famously playing Sherlock Holmes in two early talkies and co-starring with Marlene Dietrich in Shanghai Express (1932). After On Approval, he basically retired from the screen, coming back just once more in 1963 to take a role in John Huston's The List of Adrian Messenger. Moviegoers are all the poorer for his having never directed another film.

"Didn't you, in a sneering way, accuse her of being 41?"

"I did, but she's not crying because I said she's 41. She's crying because she is 41."

For more information about On Approval, visit Inception Media Group. To order On Approval, go to TCM Shopping.

By Jeremy Arnold