It’s been said that the late Fanny Brice declared: “I’ve been married to two men. One I loved, and one I liked.” The one she loved was Nick Arnstein, a gambler, whose story was told in producer Ray Stark’s 1968 movie Funny Girl. The one she liked was songwriter, producer and entrepreneur Billy Rose. That story was told in Stark’s sequel, Funny Lady, which was Barbra Streisand's ninth film. Stark, married to Brice’s daughter, Fran, joked to the press, “In our house, ‘mother-in-law’ isn’t a joke — it’s a script.”

When Stark first mentioned the movie to Barbra Streisand she balked. “I told him I wouldn’t do it. I said you can’t capitalize on something that’s worked before.”

Barbra told Army Archerd a slightly different version of the story: “When Ray Stark told me he wanted to make the sequel to Funny Girl I told him, ‘You'll have to drag me into court to do that picture!’” 

Over the years, Streisand has said she felt indentured to Ray Stark for her early movie career. “I only wanted to do Funny Girl,” she said, “and Ray refused to give it to me unless I signed a four-picture deal. I remember my agent saying to me, ‘Look, if you're prepared to lose it, then we can say, sorry, we'll sign only one picture at a time.’ I was not prepared to lose it.”

In 1974, after appearing in Funny Girl, The Owl and the Pussycat, and The Way We Were, Streisand owed her producer one more movie.

“There was a very major problem with this film which was that Barbra Streisand did not want to do it,” Jay Presson Allen confessed. “She did not want to play a thirty-five-year old … and eventually older … woman.” Presson Allen went on to say that “[Barbra] was, figuratively speaking, escorted to the set every day by a team of lawyers.”

PICTURED: Streisand, Ray Stark and Herb Ross on the set of FUNNY GIRL, 1968.

The Fanny Brice sequel film was planned for many years. After approaching playwright Neil Simon (who turned him down), producer Ray Stark hired Arnold Schulman to write an initial Funny Lady screenplay and several drafts in 1973.  Schulman penned the screenplays to films like Cimarron, Love with the Proper Stranger, and The Night They Raided Minsky’s.

“Ray talked me into it,” Schulman confessed. “I had sworn never to work with him again. Ray Stark is the most seductive, irresistible louse in the world.  Suddenly, I was at the Beverly Hills Hotel working on Funny Lady.”

Schulman’s early drafts (titled A Very Funny Lady) were written November 1972 through July 1973 and would have taken the Funny Girl sequel in a different direction than the final film. Schulman brought Fanny Brice to Hollywood to start her career over in the movies. Schulman did write some scenes which ended up in the final film, including the opening scenes and “Am I Blue?”, as well as the scene with Fanny's daughter, Fran, locked in the bedroom, and the line that Fanny utters about Billy Rose: “I fell in like with him.”

“But I blew it,” Schulman said. “I ran out of steam or something. Jay Presson Allen came in and deserves most of the credit; she rewrote almost all of it.”

Presson Allen had scored good reviews for her adaptation of Cabaret for the big screen.  She wrote Marnie for Hitchcock and also the stage and screenplay of The Prime of Miss Jean Brodie.

“Streisand has a powerful personality and a singular pattern of speech and pace,” said Jay Presson Allen. “Also, there was wonderful material available. Fanny Brice did an oral history two years before she died that was just a mine, an embarrassment of riches. Then there was a book called ‘The Fabulous Fanny,’ as well as two Billy Rose books and tapes of the marvelous Baby Snooks radio show.”

“There was this marvelous journal of [Fanny Brice’s] notes,” Streisand explained, “a dialogue with a man who turned out to be Goddard Lieberson, actually, who’s the head of Columbia Records. He was a dear friend of hers.”

Presson Allen turned in drafts and revised drafts November 1973 through December 1974. Kay Medford's character from Funny Girl—Rosie Brice (Fanny's mother)—was present in Allen's December 1973 draft screenplay, but by June 1974 was gone. Columnist Earl Wilson wrote that Streisand tried to save Medford's role, but was unsuccessful. Kay was paid, Wilson reported. “I'm now painting a lot of my furniture white,” she told him.

“What this script is about is losing one’s fantasies and illusions and getting in touch with and appreciating reality,” Presson Allen told Newsweek’s Martin Kasindorf. “The script is about really learning to accept yourself.”

Presson Allen's December 1973 screenplay (which reads much like the final shooting script) also included Fanny befriending a young Lillian Hellman – the playwright did spend a few years in Hollywood reviewing books for potential movies.

The final film credits both Allen and Schulman with the screenplay, based on a story by Schulman.

Songwriting team John Kander and Fred Ebb, who wrote the score for Cabaret were brought on board to write Funny Lady’s new songs. Funny Lady straddles the realism of film and the fantasy of musical theater. Most of the film’s musical moments occur on stage as they are performed for an audience; or in the recording studio. Three of Funny Lady’s original songs, however, are non-diegetic — the sung moments are external to the narrative, with Fanny suddenly singing alone, accompanied by an orchestra (“How Lucky,” “Isn’t This Better,” “Let’s Hear It For Me.”) In the rehearsal hall, Billy and Fanny both have a non-diegetic musical moment as they sing their thoughts about each other (“I Like Him/Her”). 

Streisand told the BBC radio, “In Funny Lady we didn’t have Jule Styne, who wrote the score for Funny Girl. The writers [Kander and Ebb] wrote a score for Fanny Brice. They didn’t write a score for me. It was more ethnic humor. That’s something I’ve never really done.”

John Kander recalled: “There was a song called ‘Isn’t This Better?’ that we wrote for her Fanny Brice character in the movie. What Barbra was singing with that number and what they were arranging were so far away from the song that I could hardly believe it. It soon became clear that I was unhappy, and I remember the musical director, Peter Matz, trying to calm me down. Finally, it boiled down to an exasperated Barbra saying, ‘Well, what did you write in the first place?’ So I said, ‘This is what we wrote,’ and I played her the song. She said, ‘Oh, well, that’s nice.’ Then she recorded the song the way we wrote it.”

Kander explained that “She liked all the songs, which was practically historic, but when I went to the Coast, I found they’d meddled with them without checking with me. You feel you’re working for her, not with her.”

Both Ebb and Kander felt the arrangement and staging of “Let’s Hear It for Me” mimicked “Don’t Rain on My Parade” from Funny Girl. “There was Barbra on her way somewhere,” Ebb said.

The movie’s best song, “How Lucky Can You Get” — a sort of “Rose’s Turn” for Fanny Brice — was nominated for an Academy Award. 

As is usual, the songwriting team overwrote for the movie; Kander and Ebb biographer James Leve listed a few songs that did not make it into the final film:  “Funny, She Ain’t,” “Western Union Operator,” “Keep Them Happy,” and “If I Leave You Now” (which he admits may have been written for their show The Happy Time).

The movie’s soundtrack was one of the first releases on Clive Davis’s new label, Arista Records.

PICTURED ABOVE: Director of photography James Wong Howe.

PICTURED RIGHT: Technicians on a ladder hanging lights in order to film the musical number "Great Day."

In April 1974, the production company rented MGM Stage 6 and proceeded at breakneck speed to lens all the musical numbers first: “Blind Date,” “I Found a Million Dollar Baby,” “So Long Honey Lamb,” “I Got a Code in my Doze,” “Clap Hands, Here Comes Charley,” “Great Day,” “How Lucky Can You Get,” “Am I Blue,” and the ensemble production numbers seen in the Crazy Quilt sequence.

Herb Ross saved $750,000 from the film’s budget by scheduling all of the musical numbers to be filmed first. Unit Production Manager Howard Pine redressed the big stage at MGM overnight between numbers to represent different theatres. The company filmed these numbers on Stage 6 because, at the time, it had a theater proscenium and backstage area already built.

“Great Day” was the first musical number filmed at MGM, with cinematographer Vilmos Zsigmond working only two and a half days before he was fired. Zsigmond, who would later win the Oscar for his cinematography on Close Encounters of the Third Kind, explained: “I spent six weeks researching the film, I wanted the movie to look less like Funny Girl and more like Cabaret. Realistically a theater is dark when a performance begins. When the curtain rises you do not see the audience. And that’s how I lit the scene.”

One of the dancers in “Great Day,” Larry Vickers, relayed that he heard Streisand question the amount of lighting on her. “Herb, Herb,” she said, “it feels kind of cold up here.” 

Zsigmond’s camera operator Nick McLean elaborated: “There [were] 40 black dancers coming down the staircase and we were pushing the film two stops, force developing it and doing all these tricks, and when we watched the dailies all you could see was 40 sets of teeth coming down the stairs. The black guys just totally disappeared. The result of that was they took Vilmos aside and fired him.” 

“They said it was too dark,” Zsigmond stated. “They wanted Funny Girl or Hello Dolly! They wanted the old concept of musicals. They were not interested in art, but in making it safe.”

James Wong Howe, Oscar-winning cinematographer for The Rose Tattoo, who was retired for several years at 75 years of age, was called by producer Ray Stark. “I wasn’t sure I wanted to do anything,” he told American Cinematographer magazine. “But they convinced me and I asked, ‘When do I start?’ They said, ‘7:30 tomorrow morning.’ So I went there at 7:30 the next morning and worked until four in the afternoon.”

“They got Jimmy out of retirement by offering him a trip around the world if he would come in and finish the movie on time and he did finish the movie on time,” said Nick McLean, who left the film shortly after Howe came on board. “He came over to me one day and asked me to tell Vilmos that he had been fired off a lot bigger movies than Funny Lady. That was a lesson for me, too.”

Howe confirmed that the producers were, indeed, looking for less art and more light: “In general, I find that in making a musical you have to light it up a little bit more in order to give it a gay feeling and bring out the colors.”

Other Funny Lady locations were filmed at the Beverly Hills Courthouse (see cut scenes); the art deco Pan Pacific Auditorium (destroyed by fire in 1989), served as the exterior of NBC radio; the Malibu Pier (doubling for Atlantic City; Matte painter Albert Whitlock created an extension showing Atlantic City in the top half of the frame); and a railroad station in Oakland, California became the Cleveland station where Fanny and Billy break up. A house in the ritzy residential enclave of Bel-Air stood in for Fanny Brice’s home in the last scene of the movie. According to the movie’s production notes, $1 million worth of fine art was used to decorate the house, reflecting Brice’s exquisite taste. This scene, by the way, was always part of the screenplay and was not tagged on at the end of filming.  Herb Ross, cast, and crew filmed the scene with “older Fanny and Billy” June 24-27, 1974.

The company filmed the rest of the movie on sets at The Burbank Studios. One amusing story involved Caan playing a trick on Streisand when they filmed an argument scene in a dressing room.  Fanny dumped some powder on Billy, and the scene required him to do the same to her.  Streisand didn’t want to do it, fearing the powder was toxic and would get in her lungs. “I think you’re right,” Jimmy Caan said. “I’ll go to hit you with it and then I won’t.” But when the cameras were rolling, Caan dumped the rest of the powder on Streisand’s face. “She called me names. I was hysterical. And then she laughed too.” (If you watch closely, it looks like Streisand cusses at Caan in the scene, but the editors have taken out the audio).

Photography was completed on July 9, 1974. At the end of filming, Barbra Streisand gave Ray Stark a mirror on which she wrote in lipstick “Paid in Full.”  She added a plaque: “Even though I sometimes forget to say it, thank you, Ray. Love, Barbra.”  

When Army Archerd asked Barbra if she would ever work with Ray Stark again, Barbra replied: “Under MY terms.”

The big musical number “Great Day” was composed by Vincent Youmans, with lyrics by Edward Eliscu and Billy Rose. In Funny Lady, it’s staged as a big production number, gospel-style, with Barbra Streisand surrounded by African American dancers. She sings the song in an ensemble that costume designer Bob Mackie described as a “gun metal chiffon bugle beaded gown.”

“Great Day” has been criticized for being anachronistic – Fanny Brice certainly never sang or performed the song in such a manner.  But it’s entertaining, nonetheless.

Most of the dancers in the number were part of Lester Wilson’s dance troupe. Wilson, a black choreographer, was a featured dancer in Sammy Davis Jr.’s musical Golden Boy, and just a few years later was choreographer on the disco dancing John Travolta film Saturday Night Fever.

Dancer Larry Vickers was not part of the troupe but was recruited to work on the movie. “I couldn't get over the fact that she needed 35 black dancers,” he said. “How was she going to get that many black dancers in California?” Once he arrived at rehearsals, Vickers was impressed. “I learned who all these people were, from Lorraine [Fields] to Michelle Simmons, and of course Lester, and all these amazing, amazing dancers,” he said. “I'm talking about Mabel Robinson and Jerry Grimes and Gary Chapman and Bruce Heath. These were talented, talented, super talented people.”

In rehearsal, Nora Kaye (Herb Ross’s wife) was choreographing the number, “but they weren't having any luck at all,” Larry Vickers said. “She was trying to do something that she thought could be black, with all this jungle-bunny stuff and knee slides. But it wasn't working.”

Instead, Lester Wilson choreographed the number in a day and a half. 

The stage set – a beautiful construction of Art Deco ramps with Streisand perched at the top — was problematic. “There was not one solid square foot of anything,” Vickers shared. “It was all ramps and stairs and things of that nature. There was absolutely nothing flat to it. To think that we were supposed to dance on this was simply amazing.”

“So we were there a couple of months. And we only had that one number. And we'd worked it out a day and a half in … we still only had an hour or two of work to do every day,” said Vickers.

“We'd go through our number once or twice, and then we'd play ‘bid whist’ [a card game] the rest of the day.”

One day, the dancers ran the number for director Herb Ross, who proceeded to restage it. “Needless to say, everyone was disheartened. He was the director. So we did it. We weren't sure why we were being asked to redo everything, but we did it anyway,” Larry said.

The problems with “Great Day” did not end after it finished filming. In early January 1975, Herb Ross, Nora Kaye and Marvin Hamlisch assembled an orchestra at the Goldwyn Studios scoring stage and spent a considerable amount of time redoing Peter Matz’s original orchestration for “Great Day.” Reportedly, Streisand liked her vocal track, but not Peter Matz’s arrangement. Marvin Hamlisch was brought in to replace the orchestration. 

The Matz and Hamlisch arrangements of “Great Day” can be heard on the two different Funny Lady soundtrack albums released over the years. The original album, released in 1975 on vinyl, contains Hamlisch’s arrangement, which is the one we hear in the film.  The 1998 Funny Lady soundtrack CD is the Matz version of “Great Day.”  From the minor chords that Streisand sings slowly at the beginning, to the complex middle-section (clapping hands, gospel piano, call-and-response with Barbra and the chorus), the difference between the two are obvious, and perhaps Matz’s version was considered to be too “Vegas Gospel.”

Funny Lady’s costume styles and musical arrangements reflected the period in which it was set, the 1930s But there’s no mistaking that the film itself was typical of the mid-1970s when it was made. That includes Funny Lady’s depiction of some racial and sexuality prejudices that were present at that time.

For instance, both of Ben Vereen’s musical numbers are a bit shocking to modern audiences because of some racial elements.

The song “So Long Honey Lamb” was written for the movie by Kander and Ebb.  The number was staged as a comedic take on the Uncle Tom story about a slave (Vereen) who befriends an angelic white girl (Little Eva—played by Streisand) who gets sick and dies. Fanny Brice never performed on stage with Bert Robbins (although they appeared in the same Ziegfeld show), and never performed a song like this, so it’s very curious why Funny Lady’s creative team chose this subject matter as a duet for Vereen and Streisand. The dancer Larry Vickers was disappointed when he discovered this. “My first impression was that we had been brought there to be cotton-pickers. And now it seemed like things were starting to add up,” Larry said. Indeed, the “So Long Honey Lamb” set was a stylized Southern plantation populated by slaves. One of Ben Vereen’s costume and makeup tests had him donning dark makeup with his mouth accentuated with white makeup (otherwise known as blackface). In the film, Vereen doesn’t darken his looks, but wears an exaggerated wig that makes him look a bit like an Oompa Loompa from Willy Wonka and the Chocolate Factory! 

The number was cut from the film — only about 20 seconds remains, and half of that is played as a reflection in the glass as Billy Rose watches from the back of the house. The entire song, however, was included on the soundtrack album.

Ben Vereen was asked to comment on playing his character, Bert Robbins, who was a composite of two black performers from that era: Bert Williams and Bill Robinson. “Here we are in 1974 doing a 1932 piece,” Vereen said. “That’s how it was then: if a black man wanted to work, he did the material that was available to him – with as much dignity as possible.”

Vereen’s other number, “Clap Hands, Here Comes Charlie,” is less offensive to modern audiences. It took place on a brightly colored Cotton Club-type set. But even back in 1975, there was some criticism that Vereen danced wearing a watermelon costume.

At the time, Vereen explained: “At first I said, ‘Wow, I’m not going to do this.’ But then I realized that I was approaching it from a contemporary point of view. We were dealing with historical black characters and we had to be honest to the times. Men such as Williams and Robinson were great entertainers. So was Stepin Fetchit. They had to perform according to white ideas of blacks. But they stole every scene they were in.”

But when Vereen contributed to a 2012 Playbill actors’ survey (“What Was Your Worst Costume Ever?”) his response was: “The watermelon suit in the film ‘Funny Lady.’”

Why is a watermelon racist?  Writer William R. Black answered this question in his 2014 article for The Atlantic. “The trope came in full force when slaves won their emancipation during the Civil War … These symbols have roots in real historical struggles—specifically, in the case of the watermelon, white people’s fear of the emancipated black body. Whites used the stereotype to denigrate black people—to take something they were using to further their own freedom and make it an object of ridicule.”

One more element of Funny Lady that confounds today’s audiences is the blatant homophobia from Billy Rose towards Fanny’s gay assistant, Bobby.

“Who's the pansy?” Billy asks Baruch when he meets Bobby.  

Later Rose refers to him as Fanny’s “poodle.” 

And when Bobby calls Billy out on a lie about writing a song for a competing singer (“Ruth Etting, my ass!”), Rose retorts, “That's swell, dear, when I want your ass, I'll know what to call it.”