Taking off at 9.10.
All clear, George.
Watch for the light.
Glendale calling NC95W.
Go ahead.
NC95W answering Glendale.
I'll be in in about
five minutes.
How'd you make out, Loop?
Did you get your passenger
there on time?
I got him there just
in time to see his wife.
Have you seen Shirley
around anywheres?
No, not yet,
but she'll be here.
She always is
when you come in.
Where are you goin'?
I'm going to the airport.
ZJump in.
I'll give you a lift.
Thanks, mister, but I'll
have to get a faster car.
I'm in a hurry.
You're the most particular
hitchhiker I ever saw.
Well, thanks, anyway.
Hello, Shirley.
Goin' to the airport?
Yes, thank you.
Come on, hop in.
That-a girl.
Hello, Loop.
I bet you wish you
were up there with him.
I will be someday.
Contact.
Contact.
Ha ha ha!
Come on.
Contact. Ha ha!
Hiya, Loop.
Hiya, Bill. Check the oil
when you gas it.
Yowzuh.
Come on, honey.
Up you come.
There.
Hello, Shirley.
- Hello, honey. How was it, Loop?
- Hello,Jack.
A little bumpy over the hills.
Are you off again?
Sure. I'll be eating
my Christmas dinner...
in New York tomorrow.
Well, Merry Christmas, Shirley.
Merry Christmas
and lots of tailwind.
- Ha ha ha! Thanks.
- So long.
You wait here, honey.
I'll be right back.
- Hiya, Tony.
- Good morning, sir.
Hello, fellas.
- Tony.
- Yes, missy?
You didn't dust
my daddy's picture.
Here, missy.
You givin' your daddy
a clean face?
Yes. Don't you think
he needs it?
I think you do, too.
Here. Wet.
There you are,
young lady. Come on.
My daddy could fly better...
than anybody in the world,
couldn't he?
That's right- better than
anybody in the whole world.
You know, your daddy
and I were pals...
ever since we were
about as big as you are.
He was my best friend.
That's why I'm your godfather.
And then one day,
he cracked up...
and went away to heaven,
didn't he?
That's right.
I'll bet when I'm a flyer,
I won't crack up.
When you're ready
to be a flyer...
we're gonna buy you
a great big noncrackable ship.
Say, that reminds me.
I found an old scrapbook...
the other day with some pictures
of your daddy and me in it.
- Would you like to see it?
- Oh, yes!
I'll get it.
- Hi, Harry. Grab some of these, will you?
- Sure.
Hello, honey.
Hello, little boy.
I'm not a little boy.
I'm a little girl.
Are you sure?
Yes, I'm sure.
Well, I just didn't
want to take any chances.
Now, that's mistletoe.
And when you hold it...
over anybody's head,
you can kiss them.
Beat it, you chiseler.
OK, kid.
Move over.
There's your daddy
on the day...
he broke
the transcontinental record.
And there's your daddy and me
when we first got our wings.
We'll skip that.
Wait a minute.
There ought to be...
another one
in here someplace.
Who's that?
A girl I used to know.
She's a pretty lady.
I used to think so.
But it's not enough
to be pretty here.
You've got to be
pretty in here, too.
How can you be
pretty in there?
By thinking
the right thoughts...
and doing
the right things...
and eating plenty
of spinach. Ha ha ha!
Say, we better call up
your mother...
before she starts
to worry about you.
She won't worry
as long as I'm with you.
Fledrich 4230.
Good heavens.
Will no one
answer the phone?
Hello.
May I please speak
to Mrs. Blake?
Mary.
Mary.
Yes, ma'am?
The telephone- for you.
Thank you.
Hello?
This is Loop.
I just wanted you to know
that Shirley's with me.
Hello, Mother.
I'll have one of the boys
drive her home later.
All right, Loop.
Thanks.
Mary.
Yes, ma'am?
I don't approve of all
these telephone calls.
I'm sorry.
And I don't approve
of all these aviators...
who keep coming here
to see your little girl.
She's sort of a pet with them.
They all knew her father.
I know that,
but I really can't have it.
You know it isn't everyone
who'd engage a maid...
with a small child.
I have no fault to find
with your work...
but if you want
to stay on with us...
you'll have to
correct these things.
Yes, ma'am, I will.
Very well.
I told you
when you engaged her...
that it wouldn't work out.
Well, she was so pathetic
about wanting a nice home...
for her little girl...
that I let my sympathy get
the better of my judgment.
I'll let her go
right after the holidays.
Hmm. Fine.
Ah. Through with
the upstairs already?
Yes.
What's wrong, dearie?
Mrs. Smythe doesn't want me to
have any more telephone calls.
She don't? Well, well, now,
ain't that too bad.
Ha! Her and
her highfalutin ways...
and him that finicky.
They both give me a pain.
Tut tut, Elizabeth.
I shall not stand here...
and listen to you
defame our employers.
What?
Besides, I have to go
down to the post office.
Ha ha ha!
Don't forget
to pick up those things.
What things, my love?
Don't you remember?
The things I told you to get?
Oh, you fool, you.
The sewin' kit I told you
to get for Shirley.
Oh, right.
I wanted it to be a surprise.
I guess it won't matter
if you know.
ZJust a bit
of a Christmas gift.
You're awfully kind.
Aw, go on.
I bought a few things for her.
Not very much, of course.
It was different
when her father was alive.
Oh, yes, the poor young fellow.
Well, it must be
a comfort to know...
you're doin' the best
you can for the little one.
She's a sweet child.
Not like that young one of theirs.
There's a brat if ever one lived.
Now, darling,
don't get yourself all excited.
Child: I don't care! No! No!
No! No! No!
Darling, you must practice
your piano lesson.
You won't have to
practice again...
until after Santa Claus
has been here.
There ain't any Santa Claus!
Don't say "ain't," darling. Say "isn't. "
Ain't! Ain't! Ain't!
What's all this noise about?
Mother wants me to practice,
and I don't wanna!
You must do
as Mama says, dear.
Well, I ain't gonna!
Now, look here,
young woman-
Remember what
the psychoanalyst said-
The child mind must
never be coerced.
One must use
persuasion and reason.
Now, darling...
practice your lesson, and mama
will buy you something nice.
What?
- Anything you like.
- Anything?
Yes, dear. What would you
especially like?
A machine gun!
Rat-a-tat! Rat-a-tat!
Rat-a-tat! Rat-a-tat!
Rat-a-tat!
That's a good girl.
? 1, 2, 3, 1, 2, 3?
? 1, 2, 3, 1?
? 1, 2, 3, 1, 2, 3...?
Hey! Is there anybody at all
in this confounded house?
? 1, 2, 3, 1, 2, 3?
? 1, 2, 3, 1?
Hey! Somebody! Anybody!
Come and help me downstairs!
Hey!
? 1, 2, 3, 1, 2, 3?
So you think you're gonna make
me stay up here today, do you?
Well, I'll show you.
? 1, 2, 3, 1, 2, 3, 4?
Oh!
Doggone it!
Why, Uncle Ned!
Why didn't you call us?
Call you?
I yelled, and I shouted
and bellowed.
A fat lot of good it did me.
No one pays
any attention to me.
No one cares
what happens to me.
All you do is think of yourselves.
Oh, Uncle Ned,
you know that isn't so.
Mary.
Yes, Mr. Smythe?
My name is Smith!
His name is Smythe.
Yes, Mr. Smith.
Didn't you hear me holler
a little while ago?
No, sir, I didn't.
Folks around here had
better get their ears fixed.
That's all, Mary.
? 1 and 2 and 3 and?
? 1 and 2 and 3 and?
? 1 and 2 and 3 and?
? 1 and 2 and 3 and...
1 and 2 and-?
Stop it!
? 1 and 2 and 3 and?
Is that all you know?
Mama! Mama!
Mama. Mama.
It's a good thing
I'm not your mama.
Why, it's enough
to drive a man crazy.
Things better be a little
different around here...
or you're gonna see
the last of me.
And another thing-
You stop telling people...
I made my money
in sanitary engineering.
It was sewers!
Sewers! And don't you forget it!
And, oh...
How much longer
must I stand this?
Now, now, dear. Be calm.
That horrid man.
He's just impossible.
Yes, I know he's trying,
but after all...
we can afford to be patient.
It will pay us in the end.
Any money he leaves us
we'll have earned.
Yes, that's true...
but with my business
in such condition...
we'd better keep on
humoring him.
And, Mama, every time
he sees me, he makes a face.
Never mind, darling.
Well, I must be getting
down to the office.
- Good-bye, dear.
- Good-bye.
Good-bye, darling.
Never you mind, darling.
Don't you let him worry you.
Sit up.
Sit up.
- Ha ha ha!
- Ha ha ha!
Miss Blake's car is ready, sir.
Very good, Meadows.
The royal chariot awaits, madam.
Come on.
Ha ha ha!
Bye, Ray.
I'll see you later.
Bye, honey. Bye.
Hello, Harry.
Hello, Shirley.
Hi, Shirley.
Hi.
Hello there.
Mr. Higgins?
Yes, madam?
See that?
That's mistletoe.
Thank you, madam.
- Mother.
- Yes, darling?
May I help you
with the dishes?
No, honey, but I tell
you what you can do.
Take this down
to the incinerator...
and leave it there.
All right.
Higgins, what's that
on your face?
My face, madam?
Yes.
It appears to be
chocolate, madam.
Look out for the police car!
Here comes the police car!
Everybody, get out of the way!
Everybody, get out of the way!
Bang! Bang! Bang!
Bang! Bang!
Why, you poor little thing.
You must have cracked up.
You should be in the hospital.
Hey, that's my doll.
Well, I just found her here.
You can't have her.
You bad old thing.
You ran away from home...
and I'm gonna spank you.
If you give her to me...
I'll take care of her.
I'll wash her face...
and make her some
clothes and everything.
You can't have her!
You wanna know why?
Because I'm gonna kill her.
? Happy, happy, happy days?
? Happy days, happy days?
? Happy days, happy days?
? Happy days, happy-?
Hey, what are you gonna
get for Christmas?
I'm gonna get a doll house
with real furniture...
and a little piano
and a tennis racket...
and a great big doll.
I asked Santy Claus
to bring me a doll.
Santa Claus? Pooh!
There ain't any Santa Claus.
- There is, too.
- There is not!
There is not, because
my psychoanalyst told me.
There ain't any Santa Claus.
There ain't any fairies
or giants or anything like that.
I'll bet you'd feel bad...
if you woke up
tomorrow morning...
and you didn't
have any presents.
Well, I won't.
You want to know why?
'Cause I already peeked
in the closet and saw 'em.
I don't care what you saw.
There is a Santy Claus.
There ain't!
Mr. Smith?
Huh?
There is a Santy Claus, isn't there?
What did she say?
She says there isn't.
Then there is.
You think you're smart, don't you?
Well, I'll show you!
You'll what?
You'll...
Aarrrgh!
Get outta here!
Go on!
Get out of here!
Go on! Get outta here!
Mama! Mama!
Mama!
Mama!
Shirley.
Shirley, where are you?
Here I am.
Oh, well, my goodness.
We got rid of her, all right.
Thanks, Mr. Smith.
Oh, that's all right.
I like you.
You're the only one
around here that does.
They don't like me...
and listen,
I don't like them, either.
I made the arrangements...
and everything's
all set for tomorrow.
It's wonderful
of you and the boys...
to give Shirley
her Christmas party.
Oh, we're getting a big kick
out of it ourselves.
She'll be so surprised.
She doesn't expect much, you know.
Now, get her down to the airport...
as early in the morning as you can.
I may not be able
to come with her...
but I'll be down just
as soon as I can get away.
That'll be fine.
Hello, Mr. Merritt.
Merry Christmas.
The same to you.
I'm just after making
myself a cup of tea.
- Will you have one?
- Sure.
Ah, fine.
Hello, Loop.
Hiya, honey.
All ready for Christmas?
I've been ready
for a long time.
Hello, Loop.
Hiya, Thomas.
All ready!
Come on.
Yes, dear, I think Friday
will be all right.
That will be fine.
Very well. We'll make it
definite, then.
Thank you so much
for inviting us.
Good-bye, dear.
This is good cake.
It ought to be.
I whipped it up myself.
How are you,
Mr. Merritt?
The compliments
of the season to you.
Same to you,
Mr. Higgins.
The cup that cheers
but not inebriates.
Ha ha ha!
Wow! That's hot.
- Ha ha ha!
- Ha ha ha!
Higgins.
Yes, madam?
My cousin's arriving
from New York tomorrow...
and I want you to be sure...
that everything
is done just right.
Yes, madam.
- Thomas, you will meet the plane in the morning.
- Yes, ma'am.
I'm very anxious to show her
that we can do things...
exactly as well out here
as they do in the East.
I want perfect meals
and perfect service.
Is that understood?
Yes, ma'am.
- And, Mary...
- Yes, ma'am?
I hope you'll remember
what I told you...
this morning...
about visitors?
Yes, ma'am.
And I don't want to
have to remind you again.
Remember that,
Mrs. Higgins-
Anything else than perfection...
and, ggkktt...
off goes your head.
My head, indeed.
You better look
after your own.
How can you stand working
for people like that?
Oh, I don't mind.
Could be worse.
Well, I guess you know
your own business best.
Now we'll have a little pepper.
Good-bye, Mrs. Higgins.
Ah-choo!
I'll see you tomorrow.
OK, Loop.
Hello, dear.
Mother, I undressed myself.
I put my clothes away-
all folded and everything.
Well, you're mother's
precious little angel...
that's what you are.
No, I'm not,
because angels have wings...
like these.
Those are your daddy's wings.
I know, and he's really
an angel, isn't he?
Yes, darling.
Now, then. Are you all ready
to hang up your stocking?
- Mother.
- Yes, dear?
You know,
I was thinking today...
- about hanging up my stocking...
- Yes?
and I thought maybe...
if Santa brought me
a great big present-
of course, he mightn't-
but then if he did-
Yes, if he did?
Well, you know, my stockings
are awful little.
I know. And you want mother
to lend you one of hers.
Oh, no. I already borrowed
one of Mrs. Higgins'.
Oh, you did?
Ha ha ha!
See? It's a real good, big one.
Santa Claus could get
most anything in that.
Shall we hang it here?
Will it hold everything
without falling down?
I think it will.
Now... say your prayers.
Then mother
will tuck you in...
you'll close your eyes
and go to sleep...
and then-
And then it will
be Christmas.
That's right.
Now, there you are.
Dear Lord, please bless
my mother and me...
and Loop
and all of the aviators...
and Mr. and Mrs. Higgins...
and Mr. and Mrs. Smythe
and Mr. Smith-
Do I have to ask him
to bless Joy, too?
Yes, dear.
And bless Joy, too...
and make her a good girl.
- Mother.
- What, dear?
On account of
this is Christmas Eve...
do you think
it will be all right...
if I ask something special?
I'm sure it will.
Dear Lord,
please see my daddy...
and wish him a merry Christmas
from my mother and me...
and tell him we love him...
forever and ever. Amen.
Mother, do you think he will?
I think on this night
of all nights...
God will listen to
the prayer of a child.
Don't cry, Mother.
I get lonesome for him
sometimes, darling.
Don't be lonesome, mother.
You have me.
Yes, my own sweet baby.
And we're together...
and tomorrow's Christmas
and everything.
And it'll be a merry
Christmas, won't it?
The merriest we've ever had.
The very, very merriest.
All right.
Beddy-bye.
In you go.
1, 2, 3!
There you are-
nice and comfy.
Tell me again about
the first Christmas.
All right.
A long, long time ago...
three travelers came to an inn.
And they needed
food and shelter.
Yes, but there was no room
for them in the inn.
And the only place
they could find to sleep...
was in the stable.
In the straw... with the cows.
And there was born that night...
a little baby boy.
Isn't it beautiful, dear?
Merry Christmas, Uncle Ned.
Ohhh...
Oh, look, darling.
Look, darling. Isn't she nice?
I don't want any old doll!
I wanted a wheelchair like his!
Little girls don't
have wheelchairs...
but you have lots of other
nice things to play with.
I don't want
anything else!
I want a wheelchair!
Ohh...
Look, Mrs. Higgins!
Look what Santy Claus
brought me!
Oh, my! My!
Isn't she pretty?
What's her name?
Her name is Mary Lou...
and Santy Claus brought me...
a little man that dances
when you wind him up...
and a ball and some candy...
and a sewing kit...
with real scissors, a needle,
and everything!
Santa Claus was
certainly good to you.
He certainly was.
I got every single
thing I asked for.
I'm pretty lucky, all right.
All right, honey.
Roy's outside waiting for you.
Now, you run along
and see Loop...
and mother will be down
just as soon as she can.
Run along, dear.
Are you gonna take Mary Lou
to the airport with you?
Do you think maybe
she's too young?
Perhaps you'd better
leave her here.
All right. Take good care
of her while I'm away.
I certainly will, darling.
Hello, honey.
Hello.
Up you go.
You hurry down, Mother!
All right!
Hello, honey.
Hello, Thomas.
That plane flew all the
way across this country...
since yesterday afternoon.
And it made a 3-point landing, too.
That's right, honey.
Now, you stay here with Thomas.
I'll be right back.
Check your baggage right inside.
Hiya, Paul. We're expecting
you at the club, you know.
Swell, Loop. I'll be there.
Everything all set?
Miss Martin?
- Yes?
- I'm Thomas, the Smythe chauffeur.
I was sent to meet you.
Oh, yes. Take care
of my bags, will you?
Yes, ma'am.
You wait here, dear.
I know who you are.
You do?
Sure. You're the lady...
who's coming to live
at our house.
Well, you're not
littleJoy, are you?
Oh, no. I'm Shirley.
Ha ha ha!
Oh, I see.
Come on, honey.
Loop.
How are you, Miss Martin?
Isn't she the lady...
whose picture you have
in your book?
Yeah. She's one of them.
You see that?
That's all for you.
For me?
- Surprise, honey!
- Surprise!
Merry Christmas!
Merry Christmas!
Oh, my!
Do you like her?
Oh, my goodness!
Ha ha ha!
You'll have to give
her a name, Shirley.
What are you
going to call her?
Her name is going to be...
I know- Loopy!
Ha ha ha!
That's a swell name, honey.
I'll meet you, Loop,
uh... you know.
Let's go, gang.
Now I've got
a present for you.
This isn't from Santa Claus.
This is from me to you.
That's a magic ring, see?
ZJust like they have
in the fairy tales.
Now, if ever
you're in trouble...
or ever you want me
to do anything for you...
you send me this ring,
and I'll come.
It's pretty. Thanks, Loop.
How much do you love me?
Is that all?
- Mmhh!
- Ha ha ha!
I wish Mother
would hurry...
so she could see all I got.
She'll be here.
We're just beginning.
I do wish that man
from the bakery...
would get here
with the cake.
He's sure to be here
in a few minutes.
I don't want to miss
any of the party.
No, of course you don't.
Mary, where's your little girl?
She's gone to a Christmas party.
I don't believe in Christmas.
You don't?
No. It's a lot of nonsense.
Well, I don't feel
that way about it.
Well, I do!
Here-
Buy a Christmas present
for Shirley from me.
Christmas! Ugh!
Now, what do
you make of that?
He never fooled me.
He's only tough
on the outside.
Inside he's soft as mush.
How 'bout it, Loop?
I wanted to wait
for Mrs. Blake...
but I guess
we better get going.
When she comes,
give me the flag...
so I can stop
and take her on.
OK, Loop.
What are we going to do?
I've got it all fixed...
for you to have your party
in the big ship.
Are we going to go up?
No, but we're gonna taxi
all over the field.
Won't that be swell?
Oh, boy!
Come on.
We want Shirley!
We want Shirley!
We want Shirley!
Have a good time, Shirley.
- Yay!
- Yay!
Surprise!
Surprise!
Hi, Shirley.
OK, Loop.
Ha ha ha!
Ha ha ha!
Turn on the radio, Bill.
If I close my eyes...
I can make believe
I'm really flying.
Now I'm way, way up.
I wish mother was here.
This is the candyland hour...
for all good children.
The orchestra will play
our theme song.
You know that song,
don't you?
- Sure, I do.
- Well, then sing it. Come on.
Come on, Shirley, sing it.
? I've thrown away my toys?
? Even my drum and trains?
? I want to make some noise?
? With real-life aeroplanes?
? Someday I'm going to fly?
? I'll be a pilot, too?
? And when I do?
? How would you?
? Like to be my crew??
? On the good ship Lollipop
? It's a sweet trip to a candy shop?
? Where bonbons play?
? On the sunny beach of Peppermint Bay?
? Lemonade stands everywhere?
? CrackerJack bands fill the air?
? And there you are?
? Happy landing on a chocolate bar?
? See the sugar bowl do the Tootsie Roll?
? With the big bad
devil's food cake?
? If you eat too much?
Ooh! Ooh!
? You'll awake with a tummy ache?
? On the good ship Lollipop
? It's a night trip,
into bed you hop?
? And dream away?
? On the good ship Lollipop
? On the good ship Lollipop
? It's a sweet trip to a candy shop?
? Where bonbons play?
? On the sunny beach of Peppermint Bay?
? La la la la?
? Lemonade stands?
? Everywhere?
? CrackerJack bands fill the air?
? And there you are?
? Happy landing on a chocolate bar?
? See the sugar bowl do the Tootsie Roll?
? With the big bad devil's food cake?
? If you eat too much?
Oh! Oh!
? You'll awake with a tummy ache?
? On the good ship Lollipop
? It's a night trip, into bed you hop?
? And dream away?
? Dream away?
? On the good ship Lollipop?
? Mmm pop?
? You'll awake?
? With a tummy ache?
? On the good ship Lollipop?
? It's a night trip, into bed you'll hop?
? And dream away?
? On the good ship Lollipop?
Ha ha ha ha!
Ha ha ha ha!
Well, you're here at last!
Yes, ma'am.
I want you to see it.
Here you are.
Thank you, ma'am.
Merry Christmas to you.
Ohhh!
Oh, ain't that pretty?
Why, it's far too nice to eat...
if you ask me.
I'll save a piece for you anyway.
Now I must dash.
- Here, I'll hand it to you.
- Thanks.
Well, good-bye, now.
Good-bye.
Bye. Have a good time.
Look out!
Aah!
That man was on the wrong
side of the road.
He was going too fast.
Why don't we get the doctor?
Do you live in town here?
Yes. But she ran
right in front of me.
I didn't even have a chance
to put on my brakes.
Why, it's Mary!
You know her?
Yes. She works for the same people I do.
Come on, let's take her over
to the curb. Give me a hand.
Who was it?
It was Mary, our maid...
the mother of the little girl
you saw at the airport.
Ohhh...
Fare, please.
I paid you already!
Oh! So you did!
Ha ha ha!
Hey, Loop, look!
Hey, Bill, hold it a minute.
What's the matter?
I've got bad news for you.
Well, what happened?
There's no use breaking
it to her right now.
I'll tell her later.
I can't say thanks, but...
I want you to know
I appreciate you...
coming down here to tell me.
Wouldn't you let me go along?
If you don't mind...
I'd rather be alone with her.
I understand.
Honey?
How much do you love me?
Mmhh!
Mmm.
I'll never forget this day.
It's the best I've ever
had in my whole life.
Good-bye, Shirley.
Had a swell time...
at your party.
- Bye, Shirley!
- We'll have another one soon.
Swell dance.
Good-bye, Shirley.
We have to go back.
So long, Shirley.
Bye.
Is it all over now, Loop?
No.
They have to go
back to work...
but we're just starting.
Now, because today is Christmas...
you can do anything
that you want to do.
What would you like
to do best of all?
You know. Fly.
That's just what I thought.
Hey, Bill.
All right, Shirley...
we're goin' for a ride...
just you and I.
You mean way up high?
Yep...
way up high.
Come on.
Ooh! We're going up!
That's right.
We're going way up.
Do you know
where we're going?
No.
We're goin'
right up to heaven.
- We are?
- Mm-hmm.
You know, Shirley...
heaven's
a very nice place.
If we're good,
we'll all live there someday.
Yes, I know.
My mother and father
are there now.
So is my daddy.
We're up pretty high now.
Are we getting near it?
We're right in it now.
It's all around us,
everyplace you look.
It must be a awful big place.
It is, honey.
Shirley...
I've got somethin' to tell you.
A story?
No, not a story.
You know...
ever since your daddy
went to heaven...
your mother's been
awful lonesome for him.
Yes, I know.
Sometimes she cries
and everything.
Well...
today your mother
got so lonesome for your daddy...
that she went to see him.
All the way up to heaven?
Yep.
All the way up to heaven.
They're up there together now.
You mean...
my mother cracked up, too?
Yes.
Would you take these off
for the little girl?
I think I would.
What's to become of her now?
I don't suppose the Smythes
will do anything for her.
Oh, not them.
They're far too selfish.
- Elizabeth-
- Huh?
No, we couldn't do it.
Oh, how I'd love to have her.
She's such a sweet child.
But if we took her...
we'd have to give up
our place here...
and it mightn't be so easy
gettin' another one.
That's what I was thinking.
Well, I've checked up.
As far as I can find out,
there are no relatives.
Now what are we to do?
There's nothing for us to do.
It's no concern of ours.
We have neither a legal
nor a moral responsibility.
I know that, but after all,
the woman worked for us.
People will naturally
expect us to do something.
Maybe one of those aviators...
would like to adopt her.
Well, if they do,
let them go to court.
All that we can do
is to see...
that the little girl
is placed in an institution...
where she'll be cared for.
I'll speak to judge Thompson about it.
Oh, no, you won't!
Oh. Uncle Ned!
Did I hear you say
you were gonna put...
little Bright Eyes
in an orphan asylum?
Who?
Shirley. Bright Eyes, I call her.
I don't care what you call her.
Well, now, Uncle Ned,
you see, uh...
Anita and I have talked
the matter over...
and we've decided...
that since there are
apparently no relatives...
and since of course...
it's impossible for us
to keep Shirley-
Why is it impossible?
Well, really, Uncle Ned,
you could hardly expect us...
to raise our littleJoy
with the child of a servant.
Servant, my eye!
She was just as good as you are.
I don't know where
you get the idea...
you're so high and mighty.
Why, your father
was a retail butcher!
And your father started
life as a bricklayer!
Why, really, Uncle Ned...
you-you mustn't get so excited.
Well, I will if I want to.
Now, listen to me, you two.
I want you to understand
just one thing.
If you ever expect
to get anything out of me...
you're going to be human
enough and decent enough...
to take Shirley
into this house to live.
I'll pay for her board
and her clothes.
Oh, that wouldn't
be necessary, Uncle Ned.
Of course, Uncle Ned.
We had no idea...
you felt this way
about the child.
Well, I do...
and if you
don't want her here...
I guess I can find
some other place for her.
And listen...
I can find another place
for me, too.
Well, this is going
to be perfectly lovely.
Well, you engaged the woman
against my advice.
I told you not to do it.
Are you blaming me
because the woman died...
and left a child
on our hands?
I'm merely pointing out-
Well, don't bother
pointing anything out.
Uncle Ned?
What do you think?
I think you're an old softy.
Well, would you let them put
a child like that in a home?
In my home.
You're not like those two in there.
You're more like me.
Where's Shirley now?
She's down at
the airport with Loop.
Loop? Who's Loop?
Oh. He's that aviator fellow
you were interested in.
Yes.
Uh-huh. Well, uh...
you go down yourself
and bring her back.
I'll go right now.
Whrrr!
How was the trip
to Ensenada?
Terrific. I didn't
have a minute to myself.
I'm gonna sleep from now on.
Hey, Bob.
That's right.
Come on. We're goin'
to San Francisco right away!
Oh, boy!
How'd you like to make a livin'...
flying a guy like that?
Don't squawk.
He could've said Paris!
Ha ha ha!
Whrrr!
Watch, Loop.
I'm gonna bank.
Ha ha ha ha ha!
Ha ha ha ha!
We should've had
our belts on.
You didn't make a bank.
You did a barrel roll!
Now, always remember
one thing-
If you bank too sharply,
you're liable to go into a sideslip.
That's what I did, all right.
I went into a sideslip.
Oh, you!
May I come in?
Hello.
Hello. How are you, dear?
I'm fine, and I'm glad
you came to see me.
Come on and see Loop.
What can I do for you?
I want to talk to you... privately.
Shirley, run over
to the radio room and see...
if the American Airlines
ship is on time.
Why, it was on time
when we asked a while ago.
Well, then, uh...
run over to the hangar...
and find out
if they've gassed my ship.
Well, I know they did
because I watched them.
Come on, take off,
will you, please?
OK.
Whrrr!
Well, you might
ask me to sit down.
I might.
Why are you so bitter?
You ought to know.
Can't you forget the past?
Sure. I can forget a lot of things.
I can forget that
you and I were in love...
and we were engaged
to be married...
and that you
walked out on me.
All that is just
as dead as this.
But I can't forget
that you made a fool of me.
A man usually
remembers that.
Would it make
any difference...
if I said I'm sorry?
Not a bit.
It's a little too late.
You didn't come
all the way over here...
just to tell me that, did you?
No. I came to talk
about Shirley.
What about her?
The Smythes want her to
come and live with them.
Now I'll tell one.
- I mean, Uncle Ned-
- Wait a minute.
You mean you and Uncle Ned
sold the Smythes the idea.
They don't like it
any too well...
but in order to keep in good
with Uncle Ned, they'll do it.
Is that right?
You're being very unfair.
Nothing doing.
You can't have her.
Don't let your feeling
against me...
interfere with the
little girl's future.
I know her father
was your best friend.
I know you love her very dearly.
If you do, you must surely
see that she can't live here...
in a barracks
with a lot of men!
They're pretty good men.
Even so, if there was ever a time...
when a child needed women
around her, it's now!
Oh, I know she can't stay here...
but on the other hand,
I'm not so sure...
the Smythes are the right
people for her to be with.
But I'm going to take
care of her myself.
- What about when you go east?
- I'll take her with me.
Oh, no, you won't. Anyhow,
I'm figuring on getting a house...
and hiring a woman
to take care of Shirley.
But that'll take
a little time, won't it?
Oh, I suppose so.
I'll tell you what I'll do.
You can take her for now,
but only with the understanding...
that when I get a place for her,
Shirley comes with me.
I love that baby.
I understand how you feel.
And, Loop, no matter
what you think of me...
I think you're the finest
man I've ever known.
There was a time I thought
you were pretty swell, too.
Say, Loop,
American Airlines ship is-
Oh, now I forgot whether
it's four minutes late...
or four minutes early.
Never mind.
Come here.
Honey, would you
like to go back...
to the Smythes' house
and live there?
Do I have to?
For a little while, dear.
We think you should.
Are you gonna be there?
Yes, I am, and we'll be
together every day.
If you're there,
it'll be fine.
I like you,
and I like Mr. Smith, too.
All right. Then it's all set.
Can Loop come
live with us, too?
Oh, no, dear.
ZJust at the moment...
I'm afraid that
can't be arranged.
Oh, no! Not a chance!
Here, Rags. Here, Rags. Come on.
I'm gonna let you take
Rags with you, too.
Oh, goody!
Good old Ragsy.
Thanks, Loop.
Oh, that's all right.
I might as well give
the dog a break, too.
Don't worry about her.
Come see her
whenever you like.
Much obliged.
So long, sweets.
If you don't like it there...
remember what I told you
about the magic ring.
Send it to me...
and I'll come and get you.
Good-bye.
Good-bye.
Good-bye, Loop.
Come on, Ragsy.
Do you have
much trouble...
with your little girl?
Oh, no. She's very good.
She sleeps all the time.
Well, I have to spank
mine every day...
and give her castor oil.
Now,just listen to her.
She's crying again!
Stop crying!
Stop this minute!
They seem to get along all right.
Why, of course.
Anyone could get along with Joy...
but I still think
it's a dreadful imposition.
I know, but, uh...
it won't last forever.
What do you mean?
Well, we can humor
Uncle Ned for a while...
and then later on,
I can convince him...
that the child will be
better off somewhere else.
Shirley is just
one of his whims.
He'll get tired of her
one of these days.
I hope so.
Well, ladies...
taking your children
out for an airing?
I'm taking my little girl
to the hospital.
She's very sick...
and I'm afraid she'll have
to have an operation.
Huh. Is that so?
Yeah. They'll probably
have to cut her leg off.
Maybe both legs.
And what's wrong
with your child?
Nothing. She's fine.
The only thing
about her is...
she just won't eat
her spinach.
Well, we must be going.
Come, Shirley.
Let's play hospital.
I'll be the doctor,
and you can be the nurse.
I'll get a big knife
out of the kitchen...
and we'll operate
on your doll.
I don't want Mary Lou
to be operated on.
I don't care.
You have to do as I say...
and play the way I want to.
- I don't, either.
- Yes, you do.
This is my house
and my yard...
and you're nothing
but an old charity.
- I am not!
- Yes, you are, 'cause I heard my papa tell my mama.
Let's do something else.
Do you want to play a game?
What kind of a game?
Train wreck.
How do you play it?
I'll show you.
You stand right here
and don't move.
All right, now, don't move.
Here comes the train!
Woo woo!
Aah aah!
Mama! Mama!
Shirley pushed me!
What's the matter
with that imp?
She's a very difficult child.
Difficult? Huh!
I can think of a better word.
Uncle Ned, I think you
should speak to Anita...
about the way
ZJoy treats Shirley.
No use talkin' to her.
I got somethin'
better up my sleeve.
What?
You'll see.
Well, it's your move.
Uh... you only got one move.
Ha ha ha!
There you are!
Look at that!
You give up?
What was it you wanted?
I don't know whether
you know it or not...
but I'm Shirley's godfather.
- Oh, is that so?
- Really?
So naturally I want to do
the best I can for her.
Yes, of course.
When you wanted her to stay
here and live with you...
I thought it would be
a good idea.
I knew you'd be nice to her.
It isn't hard to be nice
to such a sweet child.
I'm glad you feel that way...
because Shirley means
more to me than anybody else...
in the world.
That's why I thought
I'd come and ask you-
Yes?
I want to take her
to live with me.
And I hope you'll
let me have her.
What's that?
Hey, what's all this?
Why-
Let me explain, dear.
You're that aviator
fellow, ain't ya?
That's right.
I don't like airplanes.
Well, I don't like wheelchairs.
Well, you stay
in the airplane business...
and you'll wind up in one.
What's he doin' here?
Well... you see, Uncle Ned...
Mr. Merritt thinks
it's a good idea...
for Shirley to live with him.
What?! He wants to take
Shirley away from here?
Are you married?
No, I'm not.
How much do you make?
Enough to support myself.
Where do you live?
At the airport.
Where do you eat?
In restaurants.
You've got a lot
of nerve, young fella.
How can you take care
of a child...
when you haven't got a home
or a wife or even a cook?
Well, maybe I've got
something else she needs.
- What?
- Love, that's what.
Aw, fiddlesticks!
We all love her
here, don't we?!
Yes, Uncle Ned.
Well, you can't have her!
- Who says so?
- I say so.
I've got more right
to her than you have.
Aw, nonsense. You haven't
any right at all.
Well, we'll see about that!
Hey, young fella!
If you want to see about it...
you see my lawyers!
Lawyers?
Lawyers?
That's what I said. Lawyers.
I'm taking legal steps
to adopt Shirley.
Good heavens!
So that's where he went yesterday.
You can't get away with this!
Oh, I can't, eh?
No! I'm gonna give you a fight!
I'll get lawyers myself!
We'll let the court decide!
Is that so?
You haven't got money
enough to fight me!
I'll get it. I don't care
if you've got $90 million!
You're not gonna take
Shirley away from me!
Ha! I've got the best
lawyers in the country!
Ha ha ha!
Loop!
You put one over
on me again, didn't you?
No. I didn't.
I didn't know about it.
You expect me
to believe that?
Yes.
OK.
Loop, from now on,
I'm on your side.
Why?
Because if Shirley
means so much to you...
then you're the one
who should have her.
For a child, love counts
more than anything.
ZJust for a child, huh?
For anyone.
I'm glad you found that out.
There, now.
Pleasant dreams, dear,
and go right to sleep.
I don't want to go to sleep...
but I'll try.
That's a good little girl.
Good night, Shirley.
Good night, Mrs. Smythe.
And remember, Shirley...
I don't want to have to
speak to you again...
about having that awful
little dog in your bed.
It isn't healthful.
And besides,
I think the dog has fleas.
Oh, no. He hasn't got fleas.
He just scratches that way
because he's itchy.
Well, I don't want him
here in this bedroom.
Is that understood?
Yes, ma'am.
Good night,Joy, darling.
Hey!
What?
Do you want to play burglars?
No. I want to go to sleep.
Come on, Rags.
Ooh! You've got that
awful dog in your bed...
after mommy
told you not to!
I'm gonna tell.
Mama!
You don't have to
yell for your mother...
and you don't have to
tell her, either...
you old tattletale.
I'll take Rags downstairs.
Come on, Rags, good old dog.
I thought about it
and thought about it...
and I'll be hanged-
Pardon me, dear-
if I know what to do.
The minute I heard him say
he'd seen his lawyers...
I felt a cold chill
go down my back.
He may have
changed his will.
He may have left us
out of it entirely.
Oh, it's intolerable.
Yes, you're right, dear...
and all because
he took a fancy...
to a 5-year-old orphan.
There's been nothing
but trouble...
ever since that child
came into this house.
I wish we'd never seen her.
If you'd only taken my-
Now, don't tell me again
that it's all my fault...
for hiring the woman.
All right, dear.
Well, what are we
going to do about it?
If we could find some way of
getting rid of the child.
Heaven knows
she's not wanted here.
Why don't you bribe
that aviator fellow...
to take her out of the state?
Now, that's an idea.
But what would
Uncle Ned think?
Oh, I don't know.
I'm so sick of hearing that
child's name, I could scream.
She's practically
disrupted the family.
I know, dear. But we've got
to find some way out of it.
Say, what's
a three-letter word...
for Peer Gynt's mother?
What's the matter,
Loop? You low?
How could I
make some money?
What for?
Well, I gotta hire some lawyers.
Why don't you marry the girl?
Cut out the wisecracks,
will you? I'm serious.
I don't know, Loop.
Flyers never have any money.
You know that.
Yeah, I know it.
Wow! What a night!
Heavy weather, huh?
Terrific.
I hear everything's on the ground.
Nothing moving.
That's right.
Zero zero all along the line.
Boy, oh, boy.
Hello, everybody.
Shirley!
What's happened?
Shirley,
what are you doing out...
on a night like this?
Why, you're soakin' wet.
Come on, now. You gotta get
those clothes off and dried out.
Hello.
Hello, honey.
Hello, Shirley.
Are you all dressed?
Yes.
Did you dry yourself off good?
- I did.
- OK.
Ha ha ha!
You sure look swell.
They fit you fine.
Now, then...
what's the big idea?
I don't want to live with
the Smythes anymore, Loop.
I want to stay with you.
I want you to stay
with me, Shirley.
And I'm gonna try
and fix it so you can.
Oh, goody!
Now, then...
off you go to sleep...
and we'll talk
everything over tomorrow.
You're not mad at me
for coming here...
are you, Loop?
Yes, I am very, very mad.
Ha ha ha!
Come on.
Ha ha ha!
? Ohhh?
? He flies
through the air?
? With the greatest
of ease?
? This daring young man?
? On his flying trapeze?
? Well, his movements
were graceful?
? The girls he would please?
? This daring young man?
? On his flying trapeze?
Well, good morning, Anita.
Good morning, Uncle Ned.
Good morning,John.
Good morning, Uncle Ned.
Beautiful morning, isn't it?
Do you feel all right, Uncle Ned?
My boy, I never felt
better in my life.
Tony!
I sent him out for
some breakfast, Loop.
What's the matter?
Aren't you workin'?
Not today. I'm no hero.
Aw, it's not that tough, is it?
Ladies and gentlemen,
here's news of national import.
Two mail planes
are reported missing...
in the worst storm the West
has known in years.
A blizzard is raging
over the Rockies...
which has completely disrupted
rail and air traffic.
All transcontinental
passenger planes...
have been ordered grounded
until the weather breaks.
That's 30 for this morning.
This is Sam Hayes speaking.
I'll see you tonight
at 10.00. Good day, all.
I'm ready for breakfast now, Loop.
I was gonna have
some chow brought down...
but I guess we'll
have to go and get it.
And then, young lady,
you're going to have to go home.
Oh, Loop.
Why can't I stay here?
Can't you be a soldier and
stick it out for a little while?
I don't want to.
You don't want to live
in a swell house...
go to a nice school,
and be educated and refined?
I don't want to be refined.
I want to be like you.
All right.
Let's eat and talk it over.
Now, come on. Bundle up warm.
Well, children,
I want you to know...
that I'm about
to change my will.
I'm adopting Shirley...
and I'm setting aside
a trust fund for her.
What?
You two have
nothing to worry about...
so long as you
behave yourselves.
Mama!
Mama!
Mama!
Mama! Mama!
- Shirley's gone!
- What?
Yeah! She didn't sleep
in her bed all night...
'cause I woke up and looked.
She must've run away!
She wouldn't have run away
without some reason!
Did you have anything
to do with this?
Why, of course not, Uncle Ned.
She's gone to that aviator fella!
Get police! Get detectives!
Get the army!
But go to that airport
and bring her home!
Yes, Uncle Ned.
There'd better be some
action around here now...
I'll tell you that!
You see, honey?
Man's just learning what
the birds knew all the time.
What?
You never saw birds fly
in bad weather, did you?
They have
too much sense for that.
Listen. Am I working for you,
or you working for me?
I'm workin' for you.
Well, then you listen to me.
This has gotta be
in New York tomorrow.
It means a lot of money to me.
You're gonna fly it there.
Not me.
What do you mean, not you?
I mean the weather's too bad.
There won't be one ship
take off from here today.
- It's too dangerous.
- You don't understand.
This has got to be
in New York tomorrow.
That's all I know.
Well, I'm sorry, it can't be done.
I've got a wife and two children...
and they mean more
to me than this job.
You mean I gotta
get someone else?
You sure do.
All right. You're through.
I'd give $1,000 for this flight.
There must be someone around
that wants that kind of money.
You won't get anyone
to fly today.
Well, that's my worry.
I'll find somebody.
Oh, my! Come on!
Come on, Rags.
Who's Loop Merritt?
I am.
You fly to New York for me?
Not today.
They told me you were a
flyer with plenty of nerve.
Nerve is one thing,
and being crazy is another.
Anybody who takes a ship
up today is crazy.
There's $1,000 in it for you.
I could use 1,000, all right.
Mister, you got a bet.
This has to be delivered in
New York tomorrow morning.
Leave the check in the office
with Major Moseley.
I'll do that right now...
and I'll meet you
in my hangar in 10 minutes.
You're not really gonna
fly today, are you, Loop?
I sure am.
Don't be crazy.
You'll kill yourself!.
Didn't you ever
need money so badly...
you were willing
to risk your life for it?
Sure, but on a day like-
I know, but I need $1,000,
and I need it for a good reason.
No one should fly
in this weather.
I fly better
in weather like this.
Eddie, come here.
Take Shirley home, will you?
Sure, Loop.
So long, baby.
Be a nice fella
and wait till I get back.
I'll wait right here for you.
Oh, no. You have to go home.
No. I'm never going back there.
Aw, Shirley. I'm making
this flight to get money...
so that I can take you
and keep you with me always.
But for now, you'll have to
go back to the Smythes'.
Won't you do that for me?
All right, Loop...
but hurry back.
You wait in here
out of the wind, honey.
I'll be right back.
So long, Loop. Lots of luck.
Why don't you call it off, Loop?
Nothin' doin'.
Hey,just a minute!
Where's Shirley?
Don't tell me you're worried.
Never mind the funny stuff.
If you've got that kid...
you're in a tough spot.
Well, wise guy, I haven't got her.
I sent her home.
She'll be at your house
before you get there.
You sent her home?
Yes, I sent her home!
You know I could have you
arrested for kidnapping.
We'll take that up
at the next meeting.
So long, fellas.
- Well, where is she?
- Isn't she here?
- She is not.
- She ought to be.
Sure, she should be,
but she isn't.
Are you a detective?
Yes, sir.
Well, I'm not, but if I was one...
I'd figure out where she is.
Now, Mr. Smythe-
Smith's my name!
You know what I think?
I didn't know you could think!
I think that aviator
took her with him.
He was going on a flight
when we got there.
Say, that's right!
You say he was goin' away?
- Yes.
- Sure, he's got her!
He's taken her with him!
Call the police!
Call my lawyers!
Now, take it easy, Uncle Ned.
Ah, get out.
Hurry, man! Hurry!
Have them in a moment,
Mr. Smith.
Hello. This is Hall speaking.
I want to report a kidnapping.
I'll spend $10,000-
Anything to get her
back safe and sound.
Burbank, Burbank. Zero zero.
Dense fog. Zero.
Temperature 50.
Dew point 50.
Barometer 29.80.
Winds west 3.
All airports have been asked
to notify police...
if plane NC13843 lands.
The pilot,James Merritt...
is suspected ofkidnapping
Shirley Blake...
5 years old.
Ha! Ha ha!
Ha ha ha ha!
Shirley! Come here.
How did you get in here?
I got in where the baggage goes.
Don't be mad, Loop.
This is the first time in my life...
I ever felt like spanking you.
Didn't you tell me
to send you this ring...
if I wanted you
to come get me?
That's right.
Well, I was going to send it...
but I couldn't get it off,
so I brought it myself. See?
You certainly picked
a fine time to do it.
Now, what's the idea?
I want to be with you, Loop.
All airport offiicials
have been asked...
to report the arrival
of plane NC13843.
You know, we're really in trouble.
Loop, you're not awful
mad at me, are you?
Yes, I'm very mad at you.
Well, I guess I won't be very long.
That's right. But be sure...
and keep me posted
if anything happens.
Well?
There isn't any news.
I blame you two for this.
If you hadn't been so selfish...
if you'd just been
a little kinder...
that child would
never have left here.
You people have everything
to make life worthwhile-
youth and health and money.
And yet you were too mean
and too narrow to share it...
with a little child
who had nothing...
but who had more
than you'll ever have.
Well, if anything
happens to her...
I'm through with you
for good and all.
Is it always bumpy like this?
It isn't bumpy till you
hit your head on the top.
Say, reach in my pocket
and get a stick of gum.
Isn't this great?
Uh-huh.
Give me half.
Say, what was that
"Lollipop" song?
Go ahead and sing it.
? On the good ship Lollipop?
? It's a sweet trip...?
?... Bonbons play?
? On the sunny beach of Peppermint Bay?
NC13843 calling.
NC13843 abandoning ship.
Broken gas line.
Approximate position-
Can you hear me?
It's dead.
What's the matter, Loop?
Do you love me?
Of course, Loop.
How much?
Oh, you can hug me
tighter than that...
'cause we're bailin' out.
Hold tight.
Are you all right, honey?
Sure!
Let's do it again.
And in conclusion, your honor...
my client feels that he
is the best qualified...
and most fit person to have
the custody of this child.
He therefore prays...
that you grant him
the right of adoption.
ZJames Merritt.
Yes, your honor?
Aren't you represented by counsel?
No, sir.
Well, you've heard all
about the advantages...
Mr. Smith can give Shirley.
What have you to offer?
Not very much.
I haven't a lot of money,
and I haven't a fine home.
But I love Shirley,
and I know she loves me.
I'd do anything
in the world for her.
Judge: Come on up here
by me, Shirley.
Up she goes. Yeah.
Well, looks as though you...
are a very popular young woman.
Now, it's my duty to decide
who is going to adopt you...
but I think you should have
something to say about it...
don't you?
Yes, I do.
Now, uh... which of these people
would you like to live with?
I'd like to live with him.
And I'd like to live with him, too.
And her, too.
Well, it seems to me that this case...
can be settled
without attorneys.
Will all the lawyers
in the courtroom please leave?
Now, suppose we adjourn
to my chambers.
Come on, dear.
Oh, not you, Mr. Merritt...
nor you, Mr. and Mrs. Smythe.
I just want to talk to Mr. Smith
and the young lady.
Mama, do we have to have...
that old Shirley
living with us again?
Darling, please, be quiet.
But, mama, do we?
Shh! Shh!
Ha ha ha!
Ha ha ha!
Well, Mr. Merritt...
I've been making
some inquiries...
and I'm not so sure-
Would you please
step in here?
You told Shirley if
she was ever in trouble...
to send you this ring.
Well, I want to see
if it's really a magic ring...
because I'm in trouble.
You want Shirley...
and I want Shirley.
If you think hard for a minute...
can't you figure a way out?
I don't get you at all.
Oh, dear. Do I have to propose?
Well, I did the last time.
Oh, Loop.
No. You don't have to propose.
Maybe all this happened
for a good reason.
And this time, it'll last forever.
Well, Uncle Ned, who got Shirley?
We did.
Come up and see us sometime.
Oh, Papa, now we don't have to...
be nice to Uncle Ned anymore!