One minute in, I knew I was watching something wonderful. The scenes of the characters in phone booths lets us know immediately who they are and what they're about. We know Lionel Barrymore's dying; John Barrymore's up to something. Phone booths are supposed to be private, but we're allowed to eavesdrop on people's intimate conversations - it's thrilling, a great way to kick-start a film. By the time we entered the lobby, with that wonderful three and a half minute (I timed it!) elevated shot of everything that's going on, with the characters wandering in and out of the frame, hanging in the background, I was helplessly lost in the action. I literally said to myself: "this is great". A big goofy smile on my face, I watched the film get better and better.<br /><br />Every single performance, with the possible exception of Garbo, is flawless. A far cry from my opinion of him in Dinner At Eight, I thought Beery was very good, delivering a blustering, dominant performance, but sad, almost child-like, at times.<br /><br />Crawford (the first film of hers I've seen) was, at least to me, a revelation. I can't shake the image of her with that Baby Jane look, and I was surprised at how beautiful she was here. Her scheming is so subtle I hardly noticed it until the very end. Then I replayed her scenes in my mind and everything fit into place. Was she always this sassy? Garbo was possibly the weakest link. She was impressive, don't get me wrong, but there's something dated about her acting, something that just didn't sit right. I don't know, maybe she's too iconic. When she didn't have Barrymore to act with I felt she was lacking something.<br /><br />John Barrymore was excellent. I simply cannot fault anything this man does. He's now sharing my favourite actor spot with Brando.<br /><br />But Lionel Barrymore stole it. His turn as the dying, socially awkward geek living life for the first time is one of the best performances I've ever seen. Absolutely tragic. The scene immediately before he dances with Crawford made me cry. The guy was heart-breaking. From his mumbling complaints at the front desk, just trying to be heard, to his desperate search for his pocketbook, while the thief wrestles with his conscience, to his confrontation with Beery, he was note-perfect. His gesticulations, the movement of his eyes, the strained look on his face, everything screamed sadness, desperation, and dignity.<br /><br />The music was perfect. It seemed to almost never stop. Waltzes echoing the way the characters danced around each other, whether it's to steal pearls, bed stenographers, coax insecure ballerinas, or confront tyrannical bosses.<br /><br />The direction was often dizzying: The previously mentioned shot (and there were more than a few others) that seemed to go on forever; the shots looking down on the distant lobby far below, in all its deco glory.<br /><br />Not a frame is wasted. It's one of the very few films I'd be happy to see run an hour longer. It's snappy, fast-paced, glamorous, sexy, sophisticated, funny, and ultimately tragic.