Working-stiff family man Ray Henderson, a piano player who dabbles in songwriting, meets struggling composers Buddy De Sylva and Lew Brown in 1920s Atlantic City; their musical partnership, formed by chance, evolves into a successful team which reaches the heights of Broadway and Hollywood. Biography of colorful tunesmith-trio who had hits with Al Jolson's "Sonny Boy" and the novelty numbers "Button Up Your Overcoat" and "Sunny Side Up" is nearly run into the ground by meandering musical routines which simply are not up to previous 20th Century-Fox standards. The casting also seems off: as the mercurial Brown, it isn't long before Ernest Borgnine loses his proverbial temper, yet his transitions from angry brute to dancing maestro have no resonance (the character never takes shape); Sheree North is the songbird who seems bound by faith to the three guys, though it's obvious her singing and dancing isn't as special as it's meant to be. As peace-keeper Henderson, Dan Dailey looks a bit sheepish at times (particularly in the "Overcoat" number), though Gordon MacRae as the overtly-ambitious De Sylva is nicely attuned to this milieu (and, for once, MacRae's baritone isn't over-worked). The production is glossy but lacks pizazz, while the uncertain path post-Hollywood isn't used to give the story an arc, only to point us to the formulaic happy ending. ** from ****