World War II-era moviegoers and viewers since have gone bananas for the lavish and loopy extravaganza The Gang’s All Here (1943), and a large part of that is due to its director Busby Berkeley, the masterful stager and shooter of musical numbers that overwhelmed with their beauty and creativity at Warner Bros. and later MGM in the 1930s. The troubled and combative defier of studio bosses came off recent MGM experiences that were upbeat (the hectic turnaround of the simple nostalgia tale For Me and My Gal, which Berkeley would earmark as his favorite directing credit) and negative (being fired as director of Girl Crazy after filming the elaborate but wildly-over-budget I Got Rhythm finale) but Twentieth Century Fox wanted to borrow his services for its big musical picture for Christmas 1943. Fox would make this Berkeley’s first foray into Technicolor and the studio’s previous successful nods to the Latin American market with such conga/rumba -graced outings as Down Argentine Way, Week-end in Havana and That Night in Rio offered Berkeley new visual opportunities to fire his imagination. As Jeffrey Spivak notes in his nifty 2011 biography Buzz: The Life and Art of Busby Berkeley, “the film turned out to be an outrageously conceived work of art, blending with subtlety the politics of alliances while overtly disarming the viewing public with surrealism and spectacle.” The songs by Harry Warren (Berkeley’s old WB colleague) and Leo Robin (plus the opening number Brazil by Ary Barroso and S.K. Russell) fueled a fever dream of eye-popping invention that balanced opulence and simplicity. Fox favorite Alice Faye (pregnant with her second child during filming) glows in her two key numbers, the romantic A Journey to a Star and the torchy No Love, No Nothing. The iconic Carmen Miranda is a bombastic force of nature as The Lady in the Tutti-Fruiti Hat, although she came in for a close call as the obsessive Berkeley manned the camera boom during the ever-expanding number’s complex shoot. Spivak chronicles the eyewitness recount by a reporter visiting the set. “In one near-tragic take…, the boom overshot its mark and came uncomfortably close to Carmen Miranda’s head, knocking off the top layers of flowers and fruit leaves from her hat. As Buzz and [cinematographer Edward] Cronjager reset their position at the top of the stage, Miranda let off steam to the reporter saying, ‘Dat man ees crazy.’ She went on a bit louder so Buzz could hear: ‘What you theenk you are anyhow, a head hunter? If you want to keel me why you don’ use a gun?’…Buzz pleaded nicely with Carmen from his position high above her. ‘Hookay. Thees time make with the careful! Knock one banana off my head and I will make of you de flat pancake.’” The final number The Polka-Dot Polka leads into a splendiferous Ballet musicalized by David Raksin (who one year later would compose the timeless score of Laura) that Pauline Kael judged “as a piece of musical staging, passes description.” There is much more to explore in The Gang’s All Here, including the likes of Benny Goodman and his orchestra, Phil Baker, Eugene Pallette, Edward Everett Horton, the incomparably limber-limbed Charlotte Greenwood, Tony DeMarco and James Ellison. But, phallic fruit symbolism and psychedelic suggestiveness aside, it is a supremely entertaining, internationally flavored, all-American slice of Dream Factory History. All its wondrous sights and sounds will give home theatres a buzzy Berkeley workout on Twilight Time’s hi-def Blu-ray unveiling July 12. Preorders open June 29.