you must remember this

MGM Stories Part One - Louis B. Mayer vs. Irving Thalberg (YMRT #56) by Karina Longworth


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Welcome to the fifth season of You Must Remember This! This season, called MGM Stories, is going to tell 15 tales about people who worked at the same movie studio over the course of five decades and counter-culture-hastened decline.

Established in 1924, MGM was the product of a merger of three early Hollywood entities, but the only person working there who got to have his name in the title was studio chief Louis B. Mayer. For the first dozen years of its existence, Mayer’s influence over the company would be at least matched by that of producer Irving Thalberg, who was perceived as the creative genius to Mayer’s bureaucrat. This episode will trace the rise of MGM through the 1920s and early-mid 30s, covering Mayer’s long-evolving working relationship with Thalberg, the creation of the MGM “star factory” identity and unique power within the community of Hollywood, and the in-fighting which would end with Mayer poised to seize his crown as the most powerful man in Hollywood.

Special thanks to Dan Saraceni and Liz Lui, who contributed ideas that inspired this episode in our forum, and Craig Mazin (screenwriter and co-host of the Scriptnotes podcast), who guest stars as Louis B. Mayer. This episode was edited by Henry Molofsky, and our research intern is Allison Gemmill. The outro music to this ep is "We're a Happy Family" by The Ramones.

As you may have noticed, the podcast has a new distribution partner, Panoply. You can find the whole family of Panoply podcasts at If you subscribe to the show on iTunes, it should feel like nothing has changed, but if you have any problem finding or listening to episodes, please contact me using the link at the top of the page. 

This season, as promised, was inspired by suggestions made by our listeners on our Forum. As the season continues, we'll be contacting listeners whose ideas influenced specific episodes. This season, which will last until the end of 2015, is fully scheduled, but you can continue to use the Forum to suggest ideas for future seasons, and also to discuss this current season or past episodes with other listeners. 

The primary sources for this episode were Lion of Hollywood by Scott Eyman, The Star Machine by Jeanine Basinger, and a number of oral histories accessed at Columbia University's Rare Book and Manuscript archive, including the recollections of Dore Schary, Anita Loos, and Sheilah Graham.

If you're new to our show, check out our four previous seasons -- including the series Star Wars and Charles Manson's Hollywood - on iTunes.

You Must Remember This is now part of Panoply! by Karina Longworth

Exciting news: The fifth season of You Must Remember This debuts tomorrow, and it will be distributed by Panoply, the podcast network associated with! I’ve been an occasional contributor to Slate for years (I reviewed the new Sue Mengers bio last week), and I’ve been listening to Slate podcasts for years and I think Panoply is going to be a really good fit for You Must Remember This.

If you subscribe to the podcast on iTunes, you shouldn’t have any interruption in your subscription, but if you have any problems, let me know. If you have been getting the podcast from Infinite Guest, please subscribe in iTunes or start streaming the episodes from the podcast's blog and/or

If you have questions or want to talk to me about the show, our new home or our new season, use the contact link above. 

Donate to You Must Remember This by Karina Longworth


Several listeners have emailed or used Twitter or our Forum to ask if there is a way to donate to the podcast. Now there is! 

The above button will take you to PayPal, where you can choose how much you'd like to donate to the show and make the payment securely. Any amount is appreciated, and all funds will go to helping to pay for research and production assistance for the show. If you have any questions or comments, please email Karina at karina at vidiocy dot com.

Thanks for your support!!! 

YMRT #40: The You Must Remember This One Year Anniversary Ask Us Anything Show by Karina Longworth

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You Must Remember This turns one year old this month, and to celebrate, Karina takes questions from listeners. Topics range from book recommendations to the blacklist to baseball to Karina’s abandoned, unfinished novel.

Special thanks to all of our question askers!


What True Self, Feels Bogus, Let’s Play Jason X by Chris Zabriskie

Please Let Me Get What I Want by The Smiths, performed by The Halo Benders

Star Wars Episode VI: Marlene Dietrich at War (YMRT #32) by Karina Longworth


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German actress/singer Marlene Dietrich — famous for her revolutionarily ambiguous, highly glamorous sexual libertine persona, as displayed on-screen during the 1930s in films like Morocco and Shanghai Express — was embedded with the Allies during World War II as a performer, propagandist, and de facto intelligence agent. We’ll explore how and why this happened, why the experience left Dietrich depressed and financially destitute, and how Billy Wilder convinced Marlene to play a Nazi sympathizer in the filmmaker’s attempt to make a post-war Hollywood propaganda film, A Foreign Affair. Also: a few of Dietrich’s many affairs with co-stars such as John Wayne and Jimmy Stewart, her plot to kill Hitler, and the FBI investigation that tried (and failed) to prove that Dietrich was a German spy.

Show Notes:

A Foreign Affair, which I discuss in the episode and highly recommend, is not on DVD. I first saw it in a rep house in Paris two years ago, and then found a copy on VHS while I was working on this episode. The short clip I included in this episode comes from the radio version of the film, which is on YouTube.

To keep things interesting, this week two of my sources, though very different books, both have the same title. Dietrich’s own autobiography Marlene, first published in 1989, claims to set the record straight on all of the previous books written about her, which she insists are rubbish. She’s so persuasive on this matter that I ignored all other books published while she was alive, and focused on Marlene: A Personal Biography by Charlotte Chandler, who spent some time with Dietrich in the 1970s and also interviewed many of her friends and lovers, but held back publishing her book until 2011, long after Dietrich’s death. 

In looking for information on the making of A Foreign Affair, I discovered two books new to me: Charles Brackett’s diary of working with Wilder, It’s the Pictures That Got Small; and A Foreign Affair: Billy Wilder’s American Films by Gerd Gemunden. I found the former to be almost too bitchy, and the latter to be a little academic but very useful in its detailing of Wilder’s wartime and post-war experience.

Two other sources worth mentioning, both of which I read years ago but did not consult directly this week: Josef von Sternberg’s memoir Fun in a Chinese Laundry, and Gaylyn Studlar’s book on Sternberg and Dietrich’s collaborations, In the Realm of Pleasure.

The bit about Dietrich’s FBI file comes from this Guardian story, and details on Operation Muzak and other aspects of Dietrich’s war experience come from this article on the CIA’s own website.


You Go to My Head performed by Marlene Dietrich

Rite of Passage by Kevin MacLeod

Give Me The Man performed by Marlene Dietrich

Assez performed by Marlene Dietrich

Au coin de la rue by Marco Raaphorst

Benbient by Canton

Lili Marlene performed by Marlene Dietrich

Prelude No. 21 by Chris Zabriskie

Look Me Over Closely performed by Marlene Dietrich

Black Market performed by Marlene Dietrich

Gymnopedie No.3 by Eric Satie

Illusions performed by Marlene Dietrich 

YMRT #18: The Many Loves of Howard Hughes, Chapter 4: Jane Russell by Karina Longworth

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Our long-running series on the women in the life of the infamous aviator/filmmaker continues with a look at Hughes’ professional and personal relationship with Jane Russell, which began in 1940 when Hughes randomly pulled a photograph of the 19 year-old out of a pile, and lasted for most of her film career. As the center of the ingenious five-year pre-release publicity campaign for The Outlaw — Hughes’ proto-exploitation Western, whose censorship struggles with the Hays Office would help to loosen the strictures of the Production Code — Jane Russell became mega-famous, one of the top pin-ups of World War II, through still photos alone, long before anyone ever saw her in a movie. She was a fascinating bundle of contradictions — a born-again Christian conservative who cheerfully became the pre-sexual revolution’s icon of a fantasy of freedom through sex, if not exactly sexual freedom — and her relationship with Hughes was unlike any other in the billionaire’s increasingly troubled life. Also in this episode: Hughes’ tortured affair with 15 year-old Faith Domergue, on whom he cheated with Ava Gardner; his aviation disappointments of the 1940s, exemplified by the Spruce Goose; the undiagnosed obsessive compulsive disorder which would emerge during — and complicate — the extended production, post-production, censorship battles and delayed release of The Outlaw; and the four page memo Hughes wrote and sent to Josef Von Sternberg in regards to Russell’s boobs. 

Show Notes!!!

If you’re new to the podcast, here’s a brief guide to our previous Howard Hughes episodes. In Chapter One, we detailed the arranged marriage that got Hughes to Hollywood, the affair with the silent film star that broke that marriage up, Hughes’ discovery of Jean Harlow and the movie, Hell’s Angels, that transformed Hughes from a rich hick into a major Hollywood player. In Chapter Two, we talked about Ida Lupino, who dated Hughes when she was a teenage starlet in the 1930s, and then directed films for his RKO Studios nearly 20 years later. Chapter 3 outlined Hughes romance with Katharine Hepburn, the deterioration of which sent Hughes into the arms/beds of Ginger Rogers, Bette Davis, Olivia de Havilland and basically every and any famous actress he could find. This episode picks up in 1939, more or less where Chapter 3 ended. I’m planning at least one more episode about Hughes after this, but I will probably not get to it for awhile, definitely not this season. 

Jane Russell’s autobiography My Path and My Detours is fun, funny, relatively frank — and out of print. It was a valuable resource for me, as were a number of obituaries/articles published around the time of Russell’s 2011 death. This is also a great, late interview with Russell, by Lynda Lee-Potter, published in the Daily Mail in 2003.

Howard Hughes: The Untold Story continues to be the richest resource I can find when it comes to stories about his relationships with women/in Hollywood, although it seems like Russell’s book was the main source for its sections regarding her. 

Special thanks to Noah Segan, for reprising his role as Howard Hughes. 


Preludes for Piano @ by George Gershwin

“Make a Wish (For Christmas) by Lee Rosevere

“Dances and Dames” by Kevin MacLeod

“The Wrong Way” by Jahzzar

“Phase IV” by lo-fi sci-fi

“Gagool” by Kevin MacLeod

“I’m Not Dreaming” by Josh Woodward

“Fiery Yellow” by Stereolab

“Cylinder One” by Chris Zabriskie

“All of the Lights (Interlude)” by Kanye West

“All of the Lights” by Kanye West

“Love Lockdown” by Kanye West

“Welcome to Heartbreak” by Kanye West

“Moonlight Saving Me” by Blossom Dearie

“There’s Probably No Time” by Chris Zabriskie

“Divider” by Chris Zabriskie 

“Exlibris” by Kosta T

“Rite of Passage” by Kevin MacLeod

“Vivre Sans Temps Mort” by Double Dagger

“Ain’t There Anyone Here For Love” performed by Jane Russell in Gentlemen Prefer Blondes

“Ghost Dance” by Kevin MacLeod

“Monte” by comounjardin

“Gymnopedie No. 2” by Eric Satie, performed by Kevin MacLeod

“I Can’t Get Started,” performed by Jane Russell

YMRT #14: Bacall After Bogart by Karina Longworth

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Lauren Bacall and Humphrey Bogart fell in love on the set of To Have and Have Not in 1944 and were together until his death in 1957 (see YMRT #13, Bogart Before Bacall). The marriage was blissful, but it required Bacall to put her own acting career on the back burner. When her beloved Bogie died, Bacall was just 32 years old, and at first, she was totally adrift, both personally and professionally. Today on what would have been the former Bette Perske’s 90th birthday, we tell the story of how Bacall spent the remaining 57 years of her life, from the disastrous rebound affair with Frank Sinatra to the almost as misbegotten second marriage, from her midlife reinvention as a musical theater star to her lifelong struggle to find a balance between being Mrs. So-and-So, and being Lauren Bacall. 

Show notes!

I researched this episode concurrently with last week’s episode, so there’s not much more to report on the sources front, other than this Guardian article. Bacall herself left behind a goldmine in her memoirs, By Myself (which was updated about ten years ago with a new chapter, and re-released as By Myself and Then Some), and Now. Ordinarily I wouldn’t want to use a subjects own autobiographies as my primary sources, but Bacall’s voice is so strong, and her point of view mostly so clear (except for her occasionally blinkered view of her first marriage, but she basically cops to being to blinded by love that she couldn’t report on that objectively, so whatever) that it seemed like the best idea. Also, she just died, and it seemed like the best tribute to her would be to showcase her side of the story. 


"Preludes for Piano No. 2" by George Gershwin

"An American in Paris" by George Gershwin

“After Parties” by DNTEL

"Welcome to Heartbreak" by Kanye West

"Dances and Dames" by Kevin MacLeod

 ”Prelude No. 21” by Chris Zabriskie

"Erik’s Song" by Slowdive

"The Future" performed by Frank Sinatra

"looped" by Jahzzar

"The Best is Yet to Come" performed by Frank Sinatra

"For Better or Worse" by Kai Engel

"Dance of the Stargazer" by US Army Blues

"Single" by Everything but the Girl

"Quasi Motion" by Kevin MacLeod

"Autumn in New York" performed by Chet Baker

"Divider" by Chris Zabriskie

"Benbient" by canton

"Welcome to the Theater" from Applause, performed by Lauren Bacall

"Tikopia" by Kevin MacLeod

"Mesmerizing" by Liz Phair

"Cylinder One" by Chris Zabriskie

"Empty Bottles" by Magik Markers

YMRT #13: Bogey, Before Bacall by Karina Longworth

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Humphrey Bogart is perhaps the most enduring icon of grown-up masculine cool to come out of Hollywood’s first century. But much of what we think of when we think of Bogart — the persona of the tough guy with the secret soft heart, his pairing on-screen and off with Lauren Bacall — coalesced late in Bogart’s life. Today we take a look at how Humphrey Bogart became Bogey, tracing his journey from blue blood beginnings through years of undistinguished work and outright failure (both in the movies and in love), to his emergence in the early 1940s as a symbol of wartime perseverance who could make sacrifice seem sexy. Finally, we’ll look at what it took to get him to take the leap into a fourth marriage that seemed to saved his life … until the world’s most glamorous stoic was faced with cancer. Next week, we’ll present the sequel to this story: Bacall, After Bogey.

Show Notes!

This episode was researched in part at the Warner Brothers Archives at USC. Thanks to Brett Service for inviting me to make use of the Archives and for helping me find what I needed. 

As I noted last week, each episode in this season has some connection to Hollywood Frame by Frame, the book I worked on which compiles previously unseen contact sheets of Hollywood still photographers. The admittedly rather flimsy connection to this week and next week’s episodes is that there are images in the book of Bogart and Bacall on the set of The African Queen. Pre-order the book now! </blatant plug>

There are a lot of biographies of Humphrey Bogart. I’ve flipped through many of them over the years, and I’m not sure there’s a single definitive or really great one. But, the most recent, Stefan Kanfer’s Tough Without a Gun, at least does the work of sorting through most of the previously published sources and comparing versions of the truth. Bogey by Clifford McCarty was one of the few film books my parents had around when I was a kid, and it was disappointing to open it during research for this episode and find that it had more pictures than text, although that also makes it pretty emblematic of the wave of Bogey image worship that sprung up in the late-60s and 1970s, which we’ll talk about in next week’s episode.

I became interested in the idea of exploring Bogey’s life before Bacall through City of Nets, Otto Friedrich’s beautifully written book on Hollywood in the 1940s. which dramatizes Bogart’s relationship with his third wife, Mayo Methot. Other sources relevant to this episode include By Myself by Lauren Bacall, Who the Hell’s In Itand Who the Devil Made It by Peter Bogdanovich, Humphrey Bogart by Nathaniel Benchley, Bogart and Bacall by Joe Hyams, Slim: Memories of a Rich and Imperfect Life by Slim Keith with Annette Tapert. and finally, the chapter on Bogart in Louise Brooks’ Lulu in Hollywood. After his death, more than one Bogart biographer disputed Brooks’ impressions/interpretations of her old friend Humphrey Bogart, who she insisted was not the same man as the Bogey the world thought they knew. Of course, Brooks’ recollections are self-serving, but I always think first-hand accounts are interesting, especially when they challenge or add shading to a legend. And that’s the thing about Bogartography: for all that’s been written about the man, his life and his work, there still seems to be so little that we actually know. 


"Intro" by The Big Sleep

"Fourty Four" by The Kills

"Dances and Dames" by Kevin MacLeod

"Out of the Skies, Under the Earth" by Chris Zabriskie

"Divider" by Chris Zabriskie

"Melody" by Serge Gainsbourg

"Love Like a Sunset" by Phoenix

"roughcut" by Tripwire

"Life Round Here" by James Blake

"Your Impersonation This Morning of Me Last Night" by Joan of Arc

"Rite of Passage" by Kevin MacLeod

"For Better or Worse"Chris Zabriskie

"Intelligent Galaxy" by The Insider

"Looped" by Jahzzar

"Shadow of a Doubt" by Sonic Youth

"Cyllinder One" by Chris Zabriskie

"Theresa’s Sound World" by Sonic Youth

"Will Be War Soon?" by Kosta T

"Prelude No. 21" by Chris Zabriskie

"Tikopia" by Kevin MacLeod

"Benbient" by canton

”Don’t Fence Me In,” by Cole Porter, performed by Frank Sinatrac

YMRT #7: The Many Loves of Howard Hughes, Chapter 1 by Karina Longworth


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The first episode of a multi-part series on the Hollywood romances of Howard Hughes traces Hughes’ arranged marriage at age 18 to Southern society belle Ella Rice; his affairs with silent star Billie Dove and Jean Harlow, who Hughes helped to establish as a sex symbol whose body was used to evoke both money and military might; and his attempt to invent himself as the most powerful independent producer in town, with his directorial debut, Hell’s Angels

Show Notes!

Key research texts this week included Howard Hughes: The Untold Story by Peter Harry Brown and Pat H. Broeske; and Hughes: The Private Diaries, Memos and Letters, by Richard Hack. There were few discrepancies in terms of the way these two books depicted this time period in Hughes’ life, and I take them somewhat more seriously than another book which I mention in the episode, Darwin Porter’s Hell’s Angel: America’s Notorious Bisexual Billionaire (typing this, I’m realizing I got the subtitle slightly wrong in the podcast; sorry!) 

This week, I watched Hell’s Angels for the first time, and was really pleasantly surprised by it. The UCLA restoration currently available on DVD is *gorgeous,” and the dialogue scenes, directed by James Whale, have a kind of vulgar, inelegant honesty to them. 

I wouldn’t consider them direct research materials, but more than nonfiction sources, I picked up the feeling of 1920s Hollywood from a number of novels, including (of course) The Day of the Locust, but also a few lesser-discussed books I’ve read over the past year: The Big Money by John Dos Passos, Hollywood by Gore Vidal, and The Western Coast by Paula Fox. I highly recommend them all. 

As previously noted, this is intended to be the first episode in a multi-part series about Hughes’ Hollywood relationships. Right now the plan is to alternate episodes on Hughes with installments of another series, which I plan to launch next week (however, I’m traveling tomorrow-Monday, so it’s possible my production schedule will get messed up.)

As always, if you like it, put a ring on it by subscribing to and/or rating and reviewing the podcast at iTunes, and tell your friends to follow us on Twitter @rememberthispod


“Ill Build a Stairway to Paradise” performed by Whiteman and his orchestra

“Safe in Heal,” performed by Sonic Youth

“Paris,” performed by Dirty Beaches

“S’Wonderful,” performed by Eddie Condon and his orchestra

“Summertime,” performed by the Sidney Bechtet Quintet

“Shadow of a Doubt,” performed by Sonic Youth

“Frelon Brun,” performed by Miles Davis 

“Life Round Here,” by James Blake

“Keechie,” by No Age

“The Man I Love,” performed by Le Quintette Du Hot Club De France

"Skeletons," by Yeah Yeah Yeahs

"Dramamine," by Sebadoh

"Fogbow," by Joan of Arc

"A Foggy Day," performed by Cyril Grantham with Geraldo and his orchestra

"Cemetary Party," by Air

"Drippy Eye," performed by Black Moth Super Rainbow

"Zoetrope," by Boards of Canada

"Alice," by Sunn O)))

"Big Louise," by Scott Walker

"With Plenty of Money and You," performed by Tony Bennett

"I Got Plenty of Nuthin’," performed by Avon Long

"Baby Vampire Made Me," by Helium

"Girl/Boy Song," by Aphex Twin

"This Hollywood Life," by The London Suede 

You Must Remember This on AV Club's Podmass! by Karina Longworth

One of the reasons why I started this podcast is because, as a podcast consumer, I feel like there’s never enough to listen to. One of the resources I use regularly to find new fodder for my addiction is the AV Club's weekly feature Podmass, which evaluates each week’s “best podcasts,” usually breaking down the new output from the big, mostly comedy oriented podcasts (Marc Maron’s WTF, Julie Klausner's How Was Your Week), and also citing a new (or new to them) podcast as being worthy of checking out. This week, to my pleasant surprise, they gave the “New” slot to You Must Remember This!

They even gave us blurbs! We are “well worth a listen for anyone with even a passing interest in cultural history!” And, “every episode is packed with fascinating trivia!” And they praise my “deep pathos for what it means to be a person, not just a star, in Hollywood.” !!!

What’s funny, is that last week, after I published the Val Lewton episode, I thought, “Huh. Is it time to email Podmass and ask them to pay attention to me?” And I decided that no, it was not time, because I still consider the podcast to be in “beta.” I think it gets better with each and every episode, but right now technically it’s maybe 80 percent of what I want it to be, and in terms of storytelling, only a little bit further along. So I decided that I would wait a few weeks, maybe until after the fifth episode, at which point I might even have a real logo. Oh well! I’m happy for the incentive to get better faster. 

And with that, back to work on episode 4…

You Must Remember This Episode 2: Frank Sinatra in Outer Space by Karina Longworth


Welcome to the second episode of You Must Remember This, the podcast devoted to exploring the secret and or/forgotten histories of Hollywood’s first century. Today, we look back to 1979, when — while the music world was full of punk and post-disco coke rock, and the movie world was making the transition from the “New Hollywood” of the ’70s into the blockbuster age — Frank Sinatra recorded Trilogy: Past, Present and Future, a triple album with one disc each devoted to big band standards (“The Past”); covers from “the rock era” including Billy Joel and Beatles songs and also “Theme from New York, New York” (“The Present”); and, most amazingly, a 40 minute song cycle about life, love, death and visiting outer space (“The Future”). We’ll take a look at how and why “The Future” was made, and theorize as to why it’s fallen into the dustbin of pop cultural history.  

Show Notes


Tracks from Trilogy: Past, Present and Future, performed by Frank Sinatra:

“Let’s Face The Music and Dance”

“Theme from New York New York”


“What Time Does the Next Miracle Leave?”

“World War None!”

“The Future” 

“The Future (Continued)”

“The Future (Conclusion)”

“Before the Music Ends”

“Can’t Get Started” performed by Frank Sinatra, from the album No One Cares

“Come Rain or Come Shine” performed by Frank Sinatra, from the album Sinatra and Strings

“New York is My Home” composed by Gordon Jenkins, from Manhattan Tower

“This is It” by Kenny Loggins, from The Essential Kenny Loggins

Other audio

“Jonathan Schwartz’s Good Time” from NPR


Sinatra! The Song is You by Will Friedwald 

Why Sinatra Matters by Pete Hamill 

Goodbye: In Search of Gordon Jenkins by Bruce Jenkins 

“Frank Sinatra’s Heat-Seeking Missive Finds Two New Targets: a Columnist and a Deejay” by Cherie Burns, PEOPLE Magazine, May 5, 1980 

"Sinatra: The Legend Lives" by Pete Hamill, New York magazine, April 198