Q Planes

Q Planes (known as Clouds Over Europe in the United States) is a 1939 British comedy spy film starring Ralph Richardson, Laurence Olivier and Valerie Hobson. Olivier and Richardson were a decade into their fifty-year friendship and were in the process of staging a theatrical version of Othello, with Richardson in the title role and Olivier as Iago, when this film was made.[2] Q Planes was produced by Irving Asher, an American, with British film impresario Alexander Korda as executive producer.[3]

Q Planes
Directed byTim Whelan
Arthur B. Woods
Produced byIrving Asher
Executive producer:
Alexander Korda
Written byBrock Williams
Jack Whittingham
Ian Dalrymple
StarringRalph Richardson
Laurence Olivier
Valerie Hobson
Music byMuir Mathieson
CinematographyHarry Stradling Sr.
Edited byHugh Stewart
Color processblack and white
Harefield —
London Films[1]
Distributed byColumbia Pictures
Release date
  • 2 March 1939 (1939-03-02)
Running time
82 minutes
CountryUnited Kingdom

The name Q Planes may have been derived from the British "Q-ships", armed ships disguised as merchantmen, used in the First World War as decoys to lure German U-boats. The film was directed by an American, Tim Whelan (Sidewalks of London, and later in 1940, co-director of The Thief of Bagdad), who had lived in Britain since 1932, working for Korda at Denham Studios.


In September 1938, advanced British aircraft prototypes carrying experimental and secret equipment are vanishing with their crews on test flights. No one can fathom why, not even spymaster Major Hammond (Ralph Richardson) or his sister Kay (Valerie Hobson), a newspaper reporter, who is working undercover in the works canteen at the Barrett & Ward Aircraft Company.

At first, Major Hammond is seen as an outsider at the aircraft factory, especially by Mr. Barrett, the owner (George Merritt), who is working under a government contract. Hammond soon finds a friend in star pilot, Tony McVane (Laurence Olivier), who helps him try to solve the case. Hammond becomes convinced that Jenkins (George Curzon), the company secretary at the factory, is a foreign agent and mole but Jenkins is killed by gunmen firing from a moving car before he can give up the names of his contacts.

McVane returns to the aircraft factory, determined to make the next test flight. His aircraft, like the others, is brought down by a powerful ray beamed from a mysterious salvage ship S.S. Viking, manned by a foreign crew. Although the nationality of the crew and agents aboard the ship is only implied, it was understood by audiences, "All of the crew speak with German accents and little doubt is left who the villains are", wrote Variety.[4]

The aircraft, McVane and the crew are taken hostage on Viking, where he discovers that many other missing airmen have suffered the same fate. Gathering up weapons, McVane leads the survivors in an attempt to take control of the ship. Major Hammond learns the truth and directs a Royal Navy ship (HMS Echo) to come to their rescue. Kay and McVane form a relationship and Hammond learns, to his chagrin, that his long-time lady friend, whose plans with him are repeatedly being cancelled as the action escalates, has married someone else.


Film roles identified by order in the credits.[5][6]


The film's working title was Foreign Sabotage.[5] Period airports and aircraft including the Airspeed Envoy, de Havilland Dragon Rapide and de Havilland Tiger Moth are featured in the aerial scenes. The Brooklands racetrack, which also was an important aeronautical centre, was used as a backdrop for the aerial sequences on the ground.[7]

According to one film historian, the plot and budget were inspired by true events. In 1938, a revolutionary bomber, the Vickers Wellesley bomber prototype, which used the geodesic construction invented by Barnes Wallis, disappeared over the English Channel during a test flight.[8] "The Air Ministry asked Lord Vansittart of Denham, chief of the British secret service, to initiate a search for the lost aircraft", wrote Richard Edwards on his film blog. "Part of the Wellesley's wreckage was supposedly found in a garage in Kiel and it was suggested that the ill-fated plane had been shot down by a German U-boat".[9]

The British secret service were so sure of this, that they partially funded this film to let the Luftwaffe know they had figured it out. Lord Vansittart was, after all, a friend of executive producer Alexander Korda. After searching and finding pieces of the missing prototype, Vansittart asked Korda to make this film and made Secret Service funds available to help him do so.[9]

Written and produced in September 1938, just before Olivier sailed for America to star as Heathcliff in Wuthering Heights (1939), Q Planes is historically interesting for its contrast to later British war films and to Olivier's later film career. The film might be called the last of the "neutral Britain" spy comedies, which Hitchcock had pioneered in The 39 Steps (1935) and The Lady Vanishes (1938). The tone of Q Planes blends a spy thriller with high-tech villains, sophisticated romance and rapid-fire comedy. The British later excelled at this genre in the James Bond films from the 1960s (Jack Whittington co-wrote Thunderball [1965]) but here the comedic aspects are in contrast to the ardent, patriotic, sombre films that the British made once war was declared and Hitler began to conquer all of Europe while Britain stood by, seemingly helpless.[10]

Q Planes was a knock-off for Olivier, already bound for America and the prestigious filming of Wuthering Heights but Richardson, who had encouraged Olivier to take the role of Heathcliff with his famous advice, "Bit of fame. Good.", was always better at comedy and dominates much of the screen, with a sardonic performance as a spy, either working for Scotland Yard or British Military Intelligence.[11][12][13]


Q Planes was released in the U.S. as Clouds Over Europe, on 30 June 1939.[5] Despite its subject, Q Planes is mainly a comedy, "a sort of Thin Man in an espionage setting", wrote Picturegoer. The film received positive reviews, with much of its success due to Ralph Richardson, who cleverly held together the comedy and dramatic elements as Major Hammond. Kinematograph Weekly described Q Planes as "rousing espionage, romantic melodrama, staged in the best happy-go-lucky but pukka British tradition".[1] C. A. Lejeune called the film "a bright, vigorous little picture, and Mr. Richardson's Major is the brightest thing in it. You should see it. You'll like it. It has savour".[14] Leslie Halliwell called it a "lively, lovely thriller distinguished by a droll leading performance.[14]

Dilys Powell wrote of Olivier that she recalled "being surprised that the actor made so slight an impression" and described him as "dashing but undistinguished".[15] For Olivier scholars and fans, Q Planes shows the dramatic difference his subsequent American work with Wyler and Hitchcock made on his film acting. Here, Olivier is at the height of the glib, self-conscious acting style of the 15 pictures he had made before his work with Wyler.[16] Olivier wrote that it was only then that he learned to stop condescending to pictures as a mere paycheck between Shakespeare productions and instead master acting for the camera as its own form.[17]

The New York Times film critic Frank S. Nugent was initially put off by the film's new opening which, unlike the British release, reflected an ever-darkening scenario of war with Nazi Germany. Hoping to impress this on their reluctant American cousins, the executive producer Korda was Churchill's designated producer, in the filmic aspect of de-neutralizing America. The film began with "shots of Commons, Parliament, the War Office, the India Office, No. 10 Downing Street and other imposing edifices", as described by Nugent.[18] "As an added touch of dignity and authority, a commentator's voice noted each building as it passed, spoke gravely of the burden of empire, of trade and population statistics, and of the might and wisdom of Britain's leaders …" Nugent expressed relief when this made-for-America preamble turns into the British comedy it originally was and praised it as "one of the wittiest and pleasantest comedies that have come a capering to the American screen this season".[19]

Variety regarded the newsreel-style introduction as one of the film's "unusual, deft slants" and praised the film as an "excellent summer diversion.… Columbia has an easy winner in Clouds Over Europe which, despite the solemnity of its title, is strictly for comedy, albeit with a hint or two of anti-German propaganda tucked away". While noting the matinee value of Olivier, Variety reported that "the acting honors go — and at a gallop — to Ralph Richardson, playing a Scotland Yard eccentric". Variety reviewers also considered it had a "refreshing tongue-in-cheek attitude… Whole thing is bright, breezy and flavorsome".[4] Less impressed was film critic John Mosher of The New Yorker, who found in the film "a bigger allotment of very British small talk and that special brand of British whimsy which makes us here think at times that at least one of the clouds over England is this particular kind of humor".[20]


Richardson's dapper, insouciant secret agent was named, years later, as the model for the bowler-hatted upper-class British spy John Steed in the 1960s television series The Avengers, according to producer Brian Clemens.[21]

Home release

Q Planes was released on video by Carlton Home Entertainment in 1991 and on DVD in April 2007.[22]



  1. Morley 1977, p. 76.
  2. Olivier 1982, p. 68.
  3. Aldgate and Richards 1994, p. 79.
  4. "Review: 'Clouds Over Europe'." Variety, Volume 135, issue 2, 21 June 1939, p. 16. Retrieved: 6 December 2015.
  5. "Review: 'Clouds Over Europe'." AFI Catalog of Feature Films(American Film Institute). Retrieved: 6 December 2015.
  6. "Review: 'Q Planes'." BFI Film & TV Database (British Film Institute). Retrieved: 6 December 2015.
  7. Santoir, Christian. "Review: Secret Weapons; Vo. Q Planes." Aeromovies Retrieved: 6 December 2015.
  8. Edwards, Richard. "Alexander Korda’s Real Life Spy Enigma". richardedwards.info, 11 August 2012. Retrieved: 6 December 2015.
  9. Edwards, Richard. "Alexander Korda's 1939 film 'Q Planes' caught up in a real life pre-war spy enigma." richardedwards.info, 14 April 2015. Retrieved: 6 December 2015.
  10. "Britain's World War II films were more than just propaganda." independent.co, 22 October 2011. Retrieved: 6 December 2015.
  11. Olivier 1986, p. 261.
  12. Holden 1990, p. 137.
  13. O'Connor 1985, p. 106.
  14. Halliwell 2003, p. 678.
  15. Morley 1977, p. 22.
  16. Spoto 1992, p. 2,127.
  17. Olivier 1986, pp. 260–261.
  18. Korda 2002, pp. 138–139.
  19. Nugent, Frank S. "The Screen in Review: Comedy lifts its head again in 'Clouds Over Europe' at the Music Hall." The New York Times, 16 June 1939. Retrieved: 6 December 2015.
  20. Mosher, John. "The Current Cinema." The New Yorker, Volume XV, issue 18, 17 June 1939, p. 88. Retrieved: 6 December 2015.
  21. Chapman 2002, p. 61.
  22. Q Planes, Alex J. "Q Planes comes to DVD." Cult TV, 10 February 2014. Retrieved: 6 December 2015.


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  • Barr, Charles, ed. All Our Yesterdays: 90 Years of British Cinema. London: British Film Institute, 1986. ISBN 978-0-85170-179-0.
  • Chapman, James. Saints and Avengers: British Adventure Series of the 1960s (Popular TV Genres). London: I. B. Tauris, 2002. ISBN 978-1-86064-754-3.
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