The 39 Steps: Robert Donat and Madeleine Carroll

The 39 Steps (1935)

TIFF Bell Lightbox, the home of the Toronto International Film Festival, contacted me a few weeks ago and asked if I would write about an Alfred Hitchcock or François Truffaut film as part of their “Hitchcock/Truffaut: Magnificent Obsessions” retrospective. I opted to write about Hitchcock’s first big international success, The 39 Steps (1935), which is playing on July 16.

TIFF’s fantastic “double retrospective devoted to the Master of Suspense and his worshipful French New Wave acolyte” runs from July 7 to September 4–so stop by if you can! The event:

examines the influence of Alfred Hitchcock on his brilliant Boswell, French New Wave cineaste (and cinephile extraordinaire) François Truffaut, revealing surprising affinities between the two directors’ work. Featuring more than a dozen masterpieces by each of the masters, the series floods the screen with the magnificent obsessions of two of cinema’s most important artists. 

You can read more about it and find the schedule here. I am delighted to take part!

I chose to wrote about The 39 Steps because besides being a great movie, it’s also a fascinating moment in Hitchcock’s career. He began directing in England in the mid-1920s, and he hit the big time with his silent film The Lodger (1927). But he wasn’t well-known in Hollywood circles until he made The 39 Steps (1935), which Truffaut called “The synthesis of all of [Hitchcock’s] British work.”

The 39 Steps: Robert Donat and Madeleine Carroll

via:  Unless otherwise noted, all images are my own.

The 39 Steps was a hit in the UK and in America, and it brought Hitchcock to the attention of David O. Selznick, who would hire the director and bring him to Hollywood in 1939 to make Rebecca (1940).

Besides marking the beginning of Hitchcock’s international notoriety, The 39 Steps is also significant because it contains so many “Hitchcockian” elements before that was an established description. The tropes of the innocent, random man drawn into a nefarious plot, the icy blonde, the thriller with pops of cheeky humor and romance, the “MacGuffin,” and the visually stunning, slightly sideways style all appear in this film. Some elements can seem cliched now, but that’s only because this movie did it first! You can see why it’s a popular film for those searching for the auteur’s mark.

I’ll be paying attention to those elements in this review, but The 39 Steps is more than just “interesting.” It’s also really fun and quirky, plus it has some striking images and performances.

Although he’s now associated with the genre, Hitchcock didn’t exclusively make thrillers in his early career. But in 1934 he found success with The Man Who Knew Too Much (which he’d re-make in 1956 with Doris Day and James Stewart), so he and his producer Michael Balcon went searching for another thriller. They found it in a 1915 novel by John Buchan called The 39 Steps, which is the first in a series of five books starring the character Richard Hannay.

The 39 Steps: Robert Donat and Madeleine Carroll

But the story that flashes by in The 39 Steps doesn’t share much with Buchan’s novel. Hitchcock and screenwriter Charles Bennett made quite a few changes; not much of the novel remains besides the “man on the run” structure, the Scottish/London setting, and the vague threat of conspiracy.

Hitchcock and Bennett’s compression of Buchan’s story and their desire to craft a tight, tense narrative led them to invent the “MacGuffin.” The name comes from a Scottish story and refers to the vague something that the characters (usually spies or criminals) are searching for, but that the audience never really knows about.

Apparently while making his early movies, Hitchcock realized that it didn’t matter if the audience is kept in the dark about exactly what the spies are after. It’s enough for them to know that whatever “it” is matters to the characters and motivates their actions. Plus, using a “MacGuffin” frees up the film from inventing and explaining a plausible secret or object and going into detail about why it is is so crucial/dangerous/special. So the movie can spend more time on fun stuff and less time on explanations.

Once Hitchcock had his script, he cast English actor Robert Donat as Richard Hannay. Donat had made a few movies by this point, including the Hollywood film The Count of Monte Cristo (1934). He’d been offered Captain Blood (1935) after Monte Cristo, but he decided to return to England to make The 39 Steps. (Captain Blood would eventually be played by Errol Flynn.)

For the leading female role, Hitchcock eventually settled on Madeleine Carroll, a beautiful blonde who would be succeeded by many other beautiful blondes in Hitchcock’s films.

Lloyd's of London

Madeleine Carroll in costume for Lloyd’s of London (1936) via:,%20Madeleine-Annex.htm

Carroll was a popular British actress who was best known for elegant dramas and period pieces, and Hitchcock initially worried that she wouldn’t be able to project the toughness he wanted. He made sure to erase all proper primness in her first scene, which I’ll get to later.

Carroll doesn’t appear until relatively late in the movie, and her part was beefed up quite a bit from the original script (the character didn’t exist at all in the novel) when the studio, Gaumont-British, worried that the movie was too much of a man’s adventure story and wouldn’t appeal to female audiences.

The studio was also keen to feature Carroll in the film and in the publicity because Carroll, like Donat, had recently found success in Hollywood. Gaumont-British wanted this movie to succeed in the US market, and they hoped that since both stars had recently made films in the US, they’d have name recognition and a familiarity that would increase box office in the States.

To the film!

It opens at a music hall in London. A novelty act named Mr. Memory (Wylie Watson) appears on stage to astound the audience with his incredible recall for facts and figures. He’s a walking wikipedia who learns fifty new facts every day and never forgets anything. The audience is encouraged to shout questions at him, most of which revolve around who won different prize fights or horse races. A handsome Canadian man named Richard Hannay (Robert Donat) asks how far Winnipeg is from Montreal, and he’s impressed when Mr. Memory gets it right.

The 39 Steps: Robert Donat

But a brawl breaks out in the audience when some men disagree over some sports trivia, and shots are fired. The audience rushes into the street, and Richard finds himself in the company of a mysterious woman named Annabella Smith (Lucie Mannheim). They hop onto a double decker bus and go to his flat–her idea, mostly.

The 39 Steps: Robert Donat and Lucie Mannheim

Once they arrive at the flat, Annabella becomes paranoid about being seen from outside. She shies away from windows and mirrors, and asks Richard not to turn on any lights. It’s quite strange. But it gets stranger: she downs a drink and then lets him in on a little secret: she’s a spy!

The 39 Steps: Robert Donat and Lucie Mannheim

She was hired by an unnamed entity to foil an attempt to steal a “secret” about the UK’s air defense system (the MacGuffin). She doesn’t know much about the enemy, though, only that they have something to do with 39 steps, they’re planning to take the secret out of England, and the chief is very clever and he’s missing part of the pinkie on his right hand. Then Annabella asks for a map of Scotland and mentions a professor there who can help her.

She also explains that two of the enemy agents saw her in the music hall and will probably try to kill her, which is why she glommed onto this stranger and came back to his apartment. She’s hoping her random actions confused her pursuers, though she realizes that it failed, and they’re watching from the street, hence her efforts not to be seen.

Poor Richard is pretty confused, but he starts to believe her when he sees two men watching his flat from the street. So he makes Annabella some dinner and lets her use his bedroom while he crashes on the couch. (That Hitchcockian trope of the innocent man being drawn into a conspiracy has already begun…North by Northwest, anyone?)

Fun fact: Austrian art director Oscar Friedrich Werndorff designed the sets for this film. He would also work with Hitchcock on Secret Agent (1936) and Sabotage (1936). Here is his design for Richard’s apartment and the set as it appears in the movie. They are beautifully expressionistic and evocative. For more on expressionism as a film style, check out my review of The Lost Weekend (1945).

In the middle of the night, Annabella stumbles into the living room with a knife in her back. She dies at Richard’s feet while he stares around bewildered. The phone rings continuously–Annabella had claimed it was the men outside (though why would they call when they were clearly just inside the flat stabbing her?) The ringing phone is the only soundtrack–eerie!

Richard discovers a map of Scotland in Annabella’s hand and notices that she had circled a town. In a cool, creepy effect, the map appears on screen with Annabella’s face in double exposure. She repeats key phrases as though Richard is remembering their conversations and trying to piece things together.

The 39 Steps

It’s an inventive way to remind the audience of some of the important clues that Annabella gave Richard. But I’m distracted by what a terrible spy Annabella was! After all, she was discovered by the enemy, opted to trust a random man with her life and her secrets, which also endangered his life by roping him into this dangerous situation. Then she was easily followed to his flat, and apparently easily murdered, too. But not before she circled the town on the map like an idiot! What kind of spy writes crucial stuff down?

Anyway, Richard decides to skedaddle and leave Annabella’s body in his flat. He evades the two men waiting on the street (but why would the bad guys kill Annabella and then leave the flat and wait outside to capture/kill him?) by borrowing the milkman’s uniform and truck. Then he makes his way to the station to board the Flying Scotsman. Richard plans to continue Annabella’s efforts in Scotland and hopefully find the professor she’d mentioned.

There’s a fantastic transition scene when the maid enters Richard’s apartment and finds Annabella’s corpse. Her scream is the train’s whistle as it departs the station heading for Scotland! It’s only one of many Hitchcock train jokes …

More Hitchcockian humor and oddness comes in during the train trip. The men in Richard’s compartment are girdle salesmen and spend their time discussing the latest models of undergarments. It’s pretty funny, not least because of the rubbery girdle with the huge buckles. It looks as though it would be horribly hot and quite painful.

The 39 Steps

Richard continues Annabella’s bad spy craft by showing his horrified reaction to the newspaper reports of her murder. Naturally, he’s the leading suspect since she was found in his flat!

The 39 Steps: Robert Donat

The police board the train at one of the stops and Richard attracts their attention. He attempts to evade capture by entering a woman’s compartment and kissing her so that they appear to be a couple, not a suspicious, jumpy man traveling alone.

The 39 Steps: Robert Donat and Madeleine Carroll

At first it seems to work, but the police double back and the woman (Madeleine Carroll) very sensibly announces that she doesn’t know who he is. I like this part because usually the movie woman “intuitively” realizes that the man who has just broken into her house/train compartment/car is innocent and heroic, so she lies to the police and pretends that she knows him. But that’s not believable. So good for you, strange blonde lady!

Her honesty sends Richard scrambling down the train in a great chase. Those narrow corridors make for excellent visuals. Also, there’s a cute moment in the dining car when the steward somehow maintains his grip on a loaded tea tray despite Richard and then the policemen running into him.

The 39 Steps: Robert Donat

Richard eventually gets away by climbing onto the Forth bridge when the train stops for a more thorough search.

He then heads for Annabella’s village, though he is forced to stop at a farm when night falls. The farmer is a nasty old man married to a lovely young woman whom Richard originally thinks is his daughter! She is played by Peggy Ashcroft, a British actress who spent most of her sixty year career in the theater but won an Academy Award for A Passage to India (1985). She was made a Dame in 1956 and has a memorial plaque in Westminster Abbey. This was only her second movie, but it’s a very memorable appearance.

Anyway, the woman is clearly very lonely on this isolated farm and possibly also abused by her mean husband. So she is happy to have someone else around. But she gets frightened when she sees the newspaper and realizes that the man she has befriended is a murder suspect.

The 39 Steps: Robert Donat and Peggy Ashcroft

But unlike the blonde on the train, she trusts him and doesn’t sound the alarm.

Fun fact: the set design for the farmhouse is gorgeous and expressionistic, too:

That night, police arrive and the farmer turns Richard in. But his wife knew that he would betray him, so she sends Richard out the back door with her husband’s black coat to hide him in the moonlight. A stunningly shot chase sequence across the Scottish countryside ensues.

The 39 Steps: Robert Donat

Richard manages to escape. He finds his way to the professor’s house and the man (Godfrey Tearle) is delighted to see him. Richard thinks that he is finally safe until he sees the professor’s right hand…

The 39 Steps: Robert Donat

Oh no! The professor isn’t Annabella’s ally–he’s the leader of the enemy! The professor pulls out a revolver and shoots Richard where he stands. The End.

Not really! The bullet is stopped by the farmer’s hymnal that was stashed in his coat pocket. Richard somehow escapes from the house and makes his way to the sheriff. He tells him the whole story, and the sheriff seems to believe him.

The 39 Steps

But really he was just stalling until reinforcements arrive to arrest Richard. But the fugitive somehow escapes again (we don’t get the details…)

Richard runs into a meeting hall to hide from the police, but of course he is confused for the political candidate who was scheduled to speak at the meeting. He delivers a rousing speech and notices a familiar face in the audience.

The 39 Steps: Robert Donat

It’s the blonde woman from the train! (She finally appears again fifty minutes into the movie with only about 35 left to go.) Her name is Pamela, and she realizes that he’s not the man he is claiming to be. But when she summons the police she gets arrested, too, because she seems to know Richard! The pair are handcuffed together in a police car and driven away…

The 39 Steps: Robert Donat and Madeleine Carroll

But it’s not a police car, and the men who captured them aren’t police. They’re enemy spies working for the professor! Richard realizes their predicament and takes the first opportunity to escape, dragging Pamela with him.

They hide from the police and pull each other across the countryside in their handcuffs. She hates Richard, but he kind of likes her.

The 39 Steps: Robert Donat and Madeleine Carroll

Pamela wants to turn him in, but he threatens to shoot her. She doesn’t realize that the object he jabs in her ribs is his pipe, not a gun.

I mentioned earlier that Hitchcock was afraid that Carroll was a little “prim” and ladylike for this part. So he came up with a plan to toughen her up. Her first day of filming was this handcuff sequence, and Donat and Carroll were handcuffed together for a quick rehearsal. Then Hitchcock claimed that he lost the key, which meant the actors were stuck together for quite a while. It was uncomfortable and annoying for them, as you can imagine.

Once the actors had been inconvenienced and humiliated enough by this prank, Hitchcock miraculous discovered the key and let them loose. They later claimed that it better prepared them for this scene, and also forced Donat and Carroll to bond, thus improving their onscreen chemistry. But they didn’t like it at the time!

After scurrying around for most of the night, Richard and Pamela arrive at an inn. He threatens to shoot her (with his nonexistent gun) unless she pretends that they are married, and then he tells the sweet innkeeper’s wife that they are a runaway couple and please don’t tell anyone they are there! She thinks it’s romantic that they have eloped, so she plays along.

Meanwhile, it’s difficult to take stockings off when you’re handcuffed to another person! And sleeping arrangements get awkward. But the pair seem to be growing on each other. Cute.

The 39 Steps: Robert Donat and Madeleine Carroll

As Richard sleeps, Pamela slides the handcuff off of her wrist. She is on her way to summon help when she sees the two fake policeman downstairs. She overhears them say that the professor has gone to London to warn the “39 steps” and meet someone at the London Palladium. This matches what Richard said, so she starts to believe him.

The 39 Steps: Madeleine Carroll

Instead of running away, she goes back to Richard. The next day, they somehow make it back to London (there are lots of missing details in this movie. It seems as though Hitchcock just didn’t care. He was only going to devote time to the big stuff, not every single escape attempt Richard makes, for example.)

Pamela goes to Scotland Yard to tell them about the professor’s plot. They check, but nothing has been stolen from the Air Ministry, so they’re not worried.

So Pamela, who is being trailed by the police in an effort to find Richard, goes to the Palladium and meets up with him. Mr. Memory steps out on stage, which seems like an odd coincidence…then Richard has an epiphany! Mr. Memory has memorized the “secret” and the professor is there to sneak him out of the country!

Mr. Memory begins his act just as the police spot Richard. As they drag him away he yells out, “What is the 39 steps?” Mr. Memory goes into his trance as his brain retrieves the information.

The 39 Steps: Robert Donat and Madeleine Carroll

He says, “The 39 steps is an organization of spies collecting information on behalf of the foreign office of…” but then he is shot by the professor!

The 39 Steps: Robert Donat and Madeleine Carroll

The theater erupts in chaos. The professor pulls a John Wilkes Booth and jumps from a box onto the stage where he is cornered. Meanwhile, Mr. Memory is carried into the wings and recites the “secret,” the specifications for a new, totally silent airplane engine.

Then he dies, so we never understand why the organization is called the “39 Steps.” In the novel, there is a staircase of–you guessed it!–39 steps that plays an important role in the mystery, but not in this film.)

Pamela and Richard reach for each other’s hands as Mr. Memory dies, and a chorus line dances onstage as jaunty music blares. It’s a wonderful and terrible juxtaposition.

You can watch the ending here:

This movie premiered in June 1935 in London and was an immediate success. It would become one of the biggest hits of the year in England, and it also did well in the US when it premiered in August.

Andre Sennwald, a critic at The New York Times, applauded the film:

Alfred Hitchcock, the gifted English screen director, has made one of the most fascinating pictures of the year in “The Thirty-nine Steps,” his new film at the Roxy Theatre. If the work has any single rival as the most original, literate, and entertaining melodrama of 1935, then it must be “The Man Who Knew Too Much,” which is also out of Mr. Hitchcock’s workshop. A master of shock and suspense, of cold horror and slyly incongruous wit, he uses his camera the way a painter uses his brush, stylizing his story and giving it values which the scenarists could hardly have suspected. By comparison with the sinister delicacy and urbane understatement of “The Thirty-nine Steps,” the best of our melodramas seem crude and brawling.

He noted that “Mr. Hitchcock describes the remarkable chain of events in Hannay’s flight across England and Scotland with a blend of unexpected comedy and breathless terror that is strikingly effective,” and “There is a subtle feeling of menace on the screen all the time in Mr. Hitchcock’s low-slung, angled use of the camera.”

Sennwald praised the actors, too: “Robert Donat as the suavely desperate hero of the adventure is excellent both in the comic and the tragic phases of his plight. The lovely Madeleine Carroll, who begins by betraying him and believes his story when it is almost too late, is charming and skillful.”

The 39 Steps

Motion Picture Daily, September 20, 1935 via:

The movie inspired many other versions including a 1937 Lux Radio Theater adaptation which starred Robert Montgomery and Ida Lupino.

Another radio production starred Orson Welles for the Mercury Theater on the Air in 1938, and there were film re-makes in 1959 and 1978. The original novel The 39 Steps was adapted in 2008 by the BBC, and a 2005 play debuted in the West End in London in 2006. (Thanks to The Hitchcock Zone for this information!)

And thanks to TIFF Bell Lightbox for inspiring me to write about this movie! You can read more about the “Hitchcock/Truffaut: Magnificent Obsessions” retrospective and find the schedule here. The series runs from July 7 to September 4, and The 39 Steps is playing on July 16.

Here’s the trailer–enjoy! For more, follow me on TwittertumblrPinterestInstagram, and Facebook. You can buy this movie here. As always, thanks for reading!

Categories: Drama, Mystery, Thriller

Tagged as: , , , , , , , ,

15 replies »

  1. Thanks for the fun review! Whenever I see this film, I find myself imagining what it would be like if it had been remade by Abbott & Costello:

    “Uh oh, they’re looking for us. We’d better get out on the Forth Bridge.”

    Lou doesn’t move.

    “Well? What are you waiting for?”

    “I’m waiting for three more bridges to go by.”


    “Well, you said to get off on the fourth bridge.”

    “That’s the Forth Bridge now!”

    “It’s the first bridge I seen tonight.”

    “Yes, and it’s the Forth bridge!”

    “The first bridge can’t be the fourth bridge!”

    “Listen, if we don’t get out of here, those guys are gonna catch us. Now let’s get out on the Forth Bridge!”

    “I can’t get out on the fourth bridge if this is only the first bridge!”

    “It doesn’t matter if it’s the first or not, it’s the Forth Bridge! The Forth Bridge!”

    “You keep saying that, and I keep telling you it’s the first bridge! Why don’t you talk sense?”

  2. I absolutely love this film. I bought a DVD copy for a dollar – didn’t even have a case – and it absolutely blew me away. It really shows where Hitch was going to take us on so many levels. My favorite part is the scene where the farmer asks where his bible is….that is just genius film-making 🙂

      • If anyone is a Blu-Ray collector, right now until 1 AUG 2016, Barnes & Noble has the Criterion Collection on sale. Blu-Rays of 39 Steps and the Lady Vanishes (Another Hitchcock masterpiece) are included in the half-off sale. I just picked up 12 Angry Men and My Darling Clementine 🙂

  3. “I’m distracted by what a terrible spy Annabella was!”

    You’re hilarious!

    You also write the best reviews; I always enjoy reading them 🙂

  4. In a cool, creepy effect, the map appears on screen with Annabella’s face in double exposure. She repeats key phrases as though Richard is remembering their conversations and trying to piece things together.

    Perhaps I’m mistaken, but I don’t think Hitchcock would have used this double exposure a decade later. Sound film was still relatively young and directors didn’t know what they could get away with. Today if audiences hear that voice in the film, they’d understand that Hannay is remembering what the dead woman said. But audiences had to be trained to understand that. This double exposure is the training wheels. Leave it to Hitchcock to make even this effective.

    Oscar Levant touches on directors’ confusion in his memoir, A Smattering Of Ignorance:

    They made a great fetish . . . of pointing out the conflict between the so-called “reality” of the movies and the “unreality” of music. Always when a situation seemed to demand a heightening by musical effect they would come back at the composer with the question, “But where would the audience think the orchestra was coming from?” This was supposed to be the stopper for all arguments. When a musical background was absolutely inseparable from an effect they would go to the most extravagant lengths to relate the music to the scene by having a band playing outside a window, or secreting a string quartet behind a row of potted palms or having the sound come out of a radio. Unquestionably it is an additional virtue to make music an integral part of a dramatic situation; but it always seemed to me an example of remarkable shortsightedness that even the best directors and producers could not reconcile themselves to the thought that they were dealing with a completely artificial medium and adapt themselves to it accordingly.

  5. What a great point, Syd! I think you’re right. Later on, Hitchcock and others didn’t need to match the visual with the sound because they and the audiences had gotten used to sound. I love Levant’s quote. Funny how things we take for granted now seemed so strange at first! Thanks for this comment. Fantastic point!

  6. A human wikipedia. Thanks for bringing this forward into a modern day metaphor! So this is one of my favorite movies. And I have seen most of the remakes you mention in your review. They are worth watching to see how each director and the acting talent handles the role. Although the definitive version will always be the first one.

    Also listened to the Lux Theater version with Robert Montgomery one of the best under-rated actors from that time period. Virtually unknown today. I can ask 10, nay, maybe 100 people at my local Starbucks if they have heard of him and get 100 blank stares. Maybe I need to change Starbucks? At one time Montgomery was a major screen star right up their with William Powell, Clark Gable and many others. He usually played a bon vivant gentleman in tux and tails, either on his way up or down the social ladder. Some of his films are quite good. But I digress…

    The restored Lux broadcast which can be found on the Internet was quite good and captured the spirit of the film. Ida Lupino did a great job in her part as well. Very much worth a listen. Did not know about the 5 books on Richard Hannay. I just found them on Amazon for .99 for the kindle version. I am looking forward to seeing where Hitchcock edited out or changed parts. Would love to see you do an article on Robert Montgomery’s film career.

  7. Thanks for this comment! Robert Montgomery is terrific–always a twinkle in his eye. I’ve written about ‘June Bride’ and ‘Mr. and Mrs. Smith’ but need to do more of his films! Thanks for the heads up on the radio broadcast, and enjoy the Hannay books!

Leave a Reply

Fill in your details below or click an icon to log in: Logo

You are commenting using your account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s

This site uses Akismet to reduce spam. Learn how your comment data is processed.

%d bloggers like this: