When MGM acquired the rights to Show Boat for the Arthur Freed unit, no expense was spared in making this one of the most expensive films the studio had ever produced. A whole riverboat was constructed as well as the Natchez landing was completely built on a location on a lake which served as turn of the last century Mississippi river locale.<br /><br />No doubt also that Howard Keel and Kathryn Grayson sang beautifully together. Those three Jerome Kern ballads, Make Believe, Why Do I Love You? and You Are Love were just written for their voices.<br /><br />Ava Gardner is a beautiful and fetching Julia. Annette Warren's dubbing of Julie LaVerne's songs Can't Help Loving That Man and Bill perfectly matched Ava's speaking voice.<br /><br />The problem I've always felt with this version is that Howard Keel is too strong a character to be playing Gaylord Ravenal who is essentially a weak personality. Allan Jones in the 1937 version perfectly captured Ravenal's frailty.<br /><br />That 1937 version also had two people from the original Broadway production who made those parts all their own, Helen Morgan as Julie and Charles Winninger as Captain Andy. And it had the incomparable Paul Robeson though William Warfield is a fabulous Joe.<br /><br />The singing of the Jerome Kern-Oscar Hammerstein II score is in the major leagues. The rest of the film however is in a minor key when compared with the earlier sound version with Allan Jones and Irene Dunne.