What a Way to Go!

What a Way to Go! is a 1964 American black comedy film directed by J. Lee Thompson and starring Shirley MacLaine, Paul Newman, Robert Mitchum, Dean Martin, Gene Kelly, Bob Cummings and Dick Van Dyke.

What a Way to Go!
Theatrical release poster
Directed byJ. Lee Thompson
Produced byArthur P. Jacobs
Screenplay by
Based onA story by Gwen Davis
Music byNelson Riddle
CinematographyLeon Shamroy
Edited byMarjorie Fowler
Apjac-Orchard Productions
Distributed by20th Century Fox
Release date
  • May 14, 1964 (1964-05-14) (New York City)[1]
Running time
111 minutes
CountryUnited States
  • English
  • French
Budget$3.7 million[2]
Box office$11.1 million[3]


In a dream-like pre-credit sequence, Louisa May Foster, dressed as a black-clad widow, descends a pink staircase in a pink mansion. As she reaches the bottom, she is followed by pall-bearers carrying a pink coffin. As they round the bend in the staircase, the pallbearers drop the coffin, which slides down the stairs, leading into the opening titles.

Louisa tries to give away more than $200 million to the US government Internal Revenue Service, which believes it to be a joke for April Fools' Day. Louisa ends up sobbing on the couch of an unstable psychiatrist, Dr. Steffanson, and tries to explain her motivation for giving away all that money, leading into a series of flashbacks combined with occasional fantasies from Louisa's point of view.

We meet Louisa as a young, idealistic girl. Her mother, fixated on money, pushes for Louisa to marry Leonard Crawley, the richest man in town. Louisa instead chooses Edgar Hopper, an old school friend who, inspired by Henry David Thoreau, lives a simple life. They marry and are poor but happy, shown through a silent film spoof with the underlying motif that "Love Conquers All". Their life is idyllic until Hopper, hurt and angry by Crawley's ridiculing how they live, decides to aim for success. Neglecting Louisa in order to provide a better life for her, he builds his small store into a tremendous empire, running Crawley out of business. In so doing, Hopper literally works himself to death.

Now a millionaire, Louisa vows never to marry again. She travels to Paris, where she meets Larry Flint, an avant-garde artist who is driving a taxi. Louisa falls in love with Flint, and they marry, living an idyllic life and bohemian lifestyle, shown through a foreign-film spoof. Flint invents a machine which converts sounds into paint on canvas. He plays eclectic sounds producing random art. One day, Louisa plays classical music, and it produces a beautiful painting which Flint sells (his first significant sale). Buoyed by success, he creates more and more paintings, becoming hugely successful. Obsessed now, he builds larger machines to do the painting. Flint relentlessly produces art until, one night, the machines turn on their creator and beat him to death.

Even richer but more depressed, Louisa decides to return to the United States. She misses her flight, but meets Rod Anderson Jr., a well-known business tycoon. He offers her a lift on his jet. At first, she finds him cold and calculating, but Louisa sees his softer side on the flight. They are married shortly after landing, and they live a lush and idyllic life, depicted through a fantasy sequence spoofing the glamorous big-budget films of the 1950s. Fearful of losing him like her first two husbands if he threw himself back into his work, Louisa convinces Rod to sell everything and retire to a small farm. After sharing a jug with a few locals, an inebriated Rod mistakenly attempts to milk a bull, who kicks him through the wall of the barn, leaving Louisa a widow again.

Now fantastically wealthy, Louisa wanders the country. In a small-town café, she meets Pinky Benson, a performer who does corny musical numbers in clown makeup and costume. Management is happy with him because Pinky's habitually routine act never distracts the customers from eating and drinking. Once again, Louisa falls in love and gets married. They live an idyllic life on Pinky's run-down houseboat on the Hudson, depicted through a film sequence spoofing big Hollywood musicals. On her husband's birthday, Louisa suggests that Pinky perform without makeup to save time. Never noticed before, Pinky is suddenly discovered by the customers. Virtually overnight, he becomes a Hollywood star (to the point of an in-joke about the then-fresh Cleopatra cost overrun disaster), and ends up neglecting Louisa in pursuit of fame. Everything in Pinky's life is pink and he is such a beloved star that his adoring public tramples him to death after the premiere of one of his films (his is the funeral seen in the opening scene).

After listening to her story, Dr. Steffanson proposes to Louisa, who turns him down, after which he falls and is knocked unconscious. In comes the janitor, who Louisa recognizes as Leonard Crawley, no longer the wealthy man he used to be. Leonard and Louisa marry, living a poor but idyllic life on a farm with their four children. The story ends when Leonard apparently strikes oil with his tractor. Louisa becomes distraught, thinking her curse has struck again until oil company representatives show up and inform them that Leonard has merely punctured the company's pipeline. They are still poor but happy.



When the film began production in 1962, the role of Louisa May Foster had been intended for Marilyn Monroe, and the original script had been tailored to fit her talents. The film had been assigned to Monroe as a part of her new contract she had signed with 20th Century Fox, stating that she would be paid $1 million to star in What a Way to Go! and to complete the troubled Something's Got to Give. After Monroe's death, filming was postponed until Shirley MacLaine was hired the following year.[4]

The swimming pool set in the Pinky Benson sequences is the same set (with some minor redressing) used for Something's Got to Give.

MacLaine was quoted as saying that she was happy to work with "Edith Head with a $500,000 budget, 72 hairstyles to match the gowns, and a $3.5-million gem collection loaned by Harry Winston of New York. Pretty good perks, I'd say."[5]

Robert Mitchum's role originally was meant for Frank Sinatra, but Sinatra suddenly wanted several times more money than what the other male leads received. The studio refused Sinatra's demands; Gregory Peck was sought but he was unavailable. The previous year, MacLaine co-starred with Mitchum in Two for the Seesaw, and recommended him to director J. Lee Thompson who passed the endorsement to the studio.[6]

Cummings signed in September 1963.[7]


Box office performance

What a Way to Go! premiered on May 12, 1964, and grossed $11,180,531 at the US box office,[3] earning $6.10 million in the US.[8] It was the 11th highest-grossing film of 1964.

According to Fox records, the film needed to earn $8.5 million in film rentals to break even and made $9.09 million, meaning it made a profit.[9]


What a Way to Go! was nominated for two Academy Awards for Best Art Direction (Jack Martin Smith, Ted Haworth, Walter M. Scott, Stuart A. Reiss) and Best Costume Design by Edith Head and Moss Mabry,[10] a BAFTA Best Foreign Actress Award for Shirley MacLaine, a Laurel award for Best Comedy and Best Comedy performer for Paul Newman, and an American Cinema Editors Eddie award for best editor for Marjorie Fowler. It won a Locarno Film Festival award for Best Actor for Gene Kelly.[11]


  1. "What a Way To Go!: Detail View". American Film Institute. Archived from the original on February 25, 2017. Retrieved February 24, 2017.
  2. Solomon, Aubrey. Twentieth Century Fox: A Corporate and Financial History (The Scarecrow Filmmakers Series). Lanham, Maryland: Scarecrow Press, 1989. ISBN 978-0-8108-4244-1. p254
  3. Box Office Information for What a Way to Go! The Numbers. Retrieved 2013-04-30.
  4. "Forgotten Hollywood".
  5. "Shirley MacLaine on her experience with What a Way to Go!". shirleymaclaine.com. Retrieved 2015-05-04.
  6. p.377 Server, Lee Baby, I Don't Care 2002 St. Martin's Griffin
  7. Looking at Hollywood: Now--Psychiatrist Role for Cummings Hopper, Hedda. Chicago Tribune 5 Sep 1963: c4.
  8. Solomon p 229. See also "Big Rental Pictures of 1964", Variety, 6 January 1965 p 39.
  9. Silverman, Stephen M (1988). The Fox that got away : the last days of the Zanuck dynasty at Twentieth Century-Fox. L. Stuart. p. 323.
  10. "NY Times: What a Way to Go!". NY Times. Retrieved 2008-12-26.
  11. "Awards for What a Way to Go!". IMDb. Retrieved 2013-05-05.
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