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DISCLAIMER: All film criticism is extremely subjective and there is no such thing as the definitive list of the Greatest (English-language) Films. Great Films can't be measured scientifically because greatness is extremely subjective. Just because we like a film doesn't mean that you will like it as well. Please feel free to leave us a comment with the films that you think are the greatest which we have not included on our list.

Not only was 1938 a big year for movies but it was also a big year for actors making their film debuts and the birth of future actors and directors and the deaths of some truly great talent. Here is a snap shot of the American film industry.


Making Their American Film  Debuts (Credited):

John GarfieldFour Daughters; Maureen O’Hara – The Playboy (as Maureen FitzSimons) ; Vincent Price – Service de Luxe


Among Those Born In 1938:

Frank Langella, Jack Jones, Oliver Reed, James Farentino, Paula Prentiss, Claudia Cardinale, Richard Benjamin, Brian Dennehy, Diana Rigg, Natalie Wood, Connie Stevens, Christopher Lloyd, Jean Seberg, Connie Francis, Liv Ullmann, and Jon Voight


Top-grossing Films

1.Alexander’s Ragtime Band20th Century FoxTyrone Power, Alice Faye and Don Ameche
2.Test PilotMGMClark Gable, Myrna Loy, Spencer Tracy and Lionel Barrymore
3.Boys TownMGMSpencer Tracy and Mickey Rooney
4.The Adventures of Robin HoodWarner Bros.Errol Flynn and Olivia de Havilland
5.You Can’t Take It with YouColumbiaJean Arthur, Lionel Barrymore and James Stewart
6.SweetheartsMGMJeanette MacDonald and Nelson Eddy
7.Marie AntoinetteMGMNorma Shearer, Tyrone Power, John Barrymore, Robert Morley
8.Happy Landing20th Century FoxSonja Henie, Don Ameche, Cesar Romero and Ethel Merman
9.Angels with Dirty FacesWarner Bros.James Cagney and Humphrey Bogart
10.Out West with the HardysMGMMickey Rooney
11.Too Hot to HandleMGMClark Gable, Myrna Loy, Walter Pidgeon
12.That Certain AgeUniversalDeanna Durbin, Melvyn Douglas
13.Mad About MusicUniversalDeanna Durbin, Herbert Marshall
14.The Girl of the Golden WestMGMJeanette MacDonald, Nelson Eddy
15.Bluebeard’s Eighth WifeParamountClaudette Colbert, Gary Cooper
16.The BuccaneerParamountFredric March, Walter Brennan
17.The Dawn PatrolWarner Bros.Errol Flynn, Basil Rathbone, David Niven
18.StablematesMGMWallace Beery, Mickey Rooney
19.Suez20th Century FoxTyrone Power, Loretta Young
20.Kentucky20th Century FoxLoretta Young, Richard Greene, Walter Brennan


Academy Awards

Best Picture: You Can’t Take It With You – Columbia

Best Director: Frank Capra – You Can’t Take it With You

Best Actor: Spencer TracyBoys Town

Best Actress: Bette DavisJezebel


Among Those Who Died In 1938:

  • Matthew Betz, 56, American actor, The Wedding March, The Patent Leather Kid, The Big House, The Hurricane Express;
  • Pearl White, 49, American silent film star, The Perils of Pauline, The Exploits of Elaine;
  • Warner Oland, 58, Swedish-born actor, The Jazz Singer, Shanghai Express, Charlie Chan in London, Charlie Chan at the Opera;
  • Pauline Frederick, 55, American stage & film actress, Thank You, Mr. Moto, Smouldering Fires, This Modern Age, Devil’s Island;
  • Conway Tearle, 60, American stage & film actor, The Hurricane Express, Romeo and Juliet, Stella Maris, The Lost Zeppelin;
  • Harry Myers, 56, American film actor and director, City Lights, Baby;
  • Florence Lawrence, 48, Canadian actress, Hollywood’s first “star”, Lady Helen’s Escapade, The Taming of the Shrew, The Mended Lute, Betrayed by a Handprint.

The Greatest Films of 1938




Poster for the movie "The Adventures of Robin Hood"

© 1938 Warner Bros. − All right reserved.

The Adventures of Robin Hood

D: Michael Curtiz, William Keighley

One of the best of Hollywood’s swashbuckler adventure films, and one of star Errol Flynn‘s best portrayals. With many remakes too numerous to mention – and mostly inferior. This was the most expensive Warner Bros. film to date at $2 million, but it turned out to be the studio’s biggest money-maker in 1939. It was the second of eight films to pair Errol Flynn and Olivia de Havilland. The legendary and infamous hero of Sherwood Forest Robin Hood/Sir Robin of Locksley (Errol Flynn), with his ‘merrymen’, who rob from the rich and gives to the poor. He woos Maid Marian (or Lady Marion Fitzwalter) (Olivia de Havilland), and confronts his Norman adversaries: evil Prince John (Claude Rains) and his ruthless henchman Sir Guy of Gisbourne (Basil Rathbone), who attempt to take over England and oppress the Saxon masses during King Richard’s (Ian Hunter) absence. With beautiful Technicolor sets, pageantry and costumes, dashing sword fighting, music by Oscar-winning Erich Wolfgang Korngold, lively characters, sparkling dialogue, and exciting action.

 Learn more and watch the trailer here.


Poster for the movie "Alexander's Ragtime Band"

© 1938 Twentieth Century Fox Film Corporation − All right reserved.

Alexander’s Ragtime Band

D: Henry King

A nostalgic and lavish 20th Century Fox musical drama (and winner of Best Musical Score) set in the days of vaudeville on Broadway (from 1915-1938), an enjoyable backstage show-biz musical. The fictionalized film follows the career of Alexander/Roger Grant (Tyrone Power), a classical violinist who preferred playing popular ragtime music. He forms a small combo band, and during one gig in San Francisco’s Nob Hill, pairs up with young contralto singer Stella Kirby (Alice Fay, Fox’s studio queen) who sings “Alexander’s Ragtime Band” – and afterwards, the band names Power “Alexander.” There were ups and downs in the relationship between the quarreling Roger and Stella, as he intermittently fights for her love over a period of about 25 years and also contends in a love triangle with songwriter Charlie Dwyer (Don Ameche), a romantic rival for Stella. Powerful vocalist Jerry Allen (Ethel Merman) joins the group. This film included 28 Irving Berlin songs, such as “When That Midnight Choo-Choo Leaves for Alabam’,” “Everybody’s Doing It,” “I’m Marching Along with Time,” “My Walking Stick,” “Heat Wave,” and “Now It Can Be Told.”

Learn more and watch the trailer here.


Poster for the movie "Algiers"

© 1938 United Artists − All right reserved.


D: John Cromwell

A remake of Pépé le Moko (1937, Fr.) with Jean Gabin, an inspiration for Casablanca (1942), and an inspiration for the musical remake Casbah (1948).Crafty international jewel thief Pepe Le Moko (Charles Boyer, in his most famous role) flees to the notorious Casbah district (a safe hiding zone with dark twisting alleyways) in French Algiers to escape from pursuing North African police, led by Inspector Slimane (Joseph Calleia). There, he meets and falls into a doomed romance with beautiful, bejeweled, sultry Parisian tourist Gaby (Hedy Lamarr in her American film debut) vacationing with her wealthy businessman fiancée Giraux (Robert Grieg). She is used to tempt Pepe out of the Casbah, where he is fatally shot at the dock.

Learn more and watch the trailer here.


Angels With Dirty FacesAngels With Dirty Faces

D: Michael Curtiz

A superb melodrama starring three greats – Cagney, O’Brien, and Bogart. Two kids from Brooklyn grow up together and follow very different paths in life, one becoming parish priest Father Jerry Connelly (William Tracey as youth, Pat O’Brien as adult), the other big-time, hardened gangster/convict Rocky Sullivan (Frankie Burke as youth, James Cagney as adult). Conflict arises when Rocky returns to the neighborhood and is idolized by a group of tough boys (future Dead End kids) who are led by the priest. After Rocky is captured and sentenced to death in the gas chamber for murdering local rivals, Father Jerry asks Rocky for a favor – to die like a coward and not appear as a hero to the boys. With an unforgettable movie moment – as an uncharacteristically-fearful Rocky is led to his execution.


Poster for the movie "Boys Town"

© 1938 Metro-Goldwyn-Mayer (MGM) − All right reserved.

Boys Town

D: Norman Taurog

MGM’s esteemed, heart-warming portrayal of real-life, pious Father Edward Flanagan (Best Actor-winning Spencer Tracy with his second consecutive win) who developed the Boys Town project near Omaha Nebraska to bring orphans and juvenile delinquents from the inner city to an environment for a second chance where they could be educated and reformed. The greatest challenge to his noble belief that “There’s no such thing as a bad boy” was from one of the new arrivals, tough kid, fast-talking, pool hall shark Whitey Marsh (Mickey Rooney), a lovable but difficult and disruptive bad boy delinquent, who ultimately was reformed by Flanagan’s efforts in the melodramatic climax.

Learn more and watch the trailer here.


Poster for the movie "Bringing Up Baby"

© 1938 RKO Radio Pictures − All right reserved.

Bringing Up Baby

D: Howard Hawks

One of the greatest of Hollywood’s and RKO Studios’ fast-paced screwball comedies, by Howard Hawks, noted for the director’s ability to helm any film genre. This was the second of four films pairing Cary Grant with Katharine Hepburn, and reportedly the first film with the word “gay” in the dialogue. Unbelievably, the film bombed at the box-office and as a result of the commercial failure, Hawks lost his RKO production contract, and Hepburn bought out her film contract (and continued to be labeled “box-office poison”). An absent-minded, mild-mannered, shy bespectacled paleontologist Professor David Huxley (Cary Grant) is soliciting a $1 million dollar museum donation from wealthy, gift-giving philanthropist-sponsor (May Robson). While at the golf course, he meets fast-talking, flighty, eccentric heiress Susan Vance (Katharine Hepburn), (the philanthropist’s niece), who also has a music-loving, pet leopard named Baby. Comic, chaotic situations arise when she sets her sights on him and sends his life into turmoil because of her accident-prone nature. David is in search of a missing dinosaur bone, stolen by a Susan’s dog named George (Asta of The Thin Man series) and is unable to avoid Susan’s meddling, eventually throwing them both in the local jail.

Learn more and watch the trailer here.


Poster for the movie "The Citadel"

© 1938 Metro-Goldwyn-Mayer (MGM) − All right reserved.

The Citadel (UK)

D: King Vidor

A film adaptation from A. J. Cronin’s best-selling novel. A poor, but idealistic, dedicated Scottish doctor Andrew Manson (Robert Donat) treats Welsh coal miners who are infected with work-related TB, caused by silica dust in the anthracite mines. He dismisses his ideals and noble goals, however, when he begins a more lucrative practice by treating aristocratic, rich London hypochondriac patients instead, and cast aside his faithful, equally-idealistic schoolteacher wife Christine (Rosalind Russell) and his best friend Denny (Ralph Richardson). When his friend dies (due to medical incompetence from high-priced surgeon Charles Every (Cecil Parker) after a car accident) and his wife convinces him to restore his true goals in life (and restore faith in himself), he reforms himself. Following an impassioned plea to the General Medical Council to save his career, he returns to minister to the people of the poor village.

Learn more and watch the trailer here.


Poster for the movie ""

© − All right reserved.

Four Daughters

D: Michael Curtiz

A tearjerker and romantic drama from a story by Fannie Hurst, with three real-life Lane sisters playing three of the four daughter roles. A music professor and widower Adam Lemp (Claude Rains), the Dean of the Briarwood Music Foundation, raised his four daughters: Thea (Lola Lane), Kay (Rosemary Lane), Emma (Gale Page), and the youngest Ann (Priscilla Lane) in a small town with the help of his sister – their elderly, no-nonsense Aunt Etta (May Robson). Romance-minded Emma is courted by boy-next-door neighbor florist Ernest Talbot (Dick Foran), while Thea wishes to marry wealthy banker Ben Crowley (Frank McHugh), and Kay is busy with her singing career. The youngest, fun-loving Ann, vows not to marry. Then, all four daughters became enamored with boarder and pupil Felix Deitz (Jeffrey Lynn), a popular music conductor and composer, who chooses to be engaged to Ann. On the eve of their wedding, realizing that Emma was really in love with Felix, Ann sacrifices her love and runs off with surly, tough, cynical, reckless and bitter musician Mickey Borden (John Garfield in his film debut). When poverty makes their relationship difficult and he commits suicide, Ann returns home to be reunited with Felix.

Learn more and watch the trailer here.


Poster for the movie "Holiday"

© 1938 Columbia Pictures Corporation − All right reserved.


D: George Cukor

A film adaptation from a Broadway play written by Phillip Barry, about two marriages – one wrong and one right. Considered a New Years’ Eve classic, and another romantic comedy wonderfully pairing Cary Grant and Katharine Hepburn, the third of four instances. In this year of 1938, both of their films flopped. A non-conformist, poor, free-spirited young man Johnny Case (Cary Grant) is pressured to please his rich socialite fiancee Julia Seton (Doris Nolan) and her stuffy privileged family and join her blue-blood Park Avenue father Edward’s (Henry Kolker) banking firm. He refuses to conform to the family’s rigid demands, and then realizes that Julia’s more free-thinking, eccentric sister Linda (Katharine Hepburn) is the only one who understands and loves him for his independent ways – and is a much better soul-mate and marital match.

Learn more and watch the trailer here.


Poster for the movie "Jezebel"

© 1938 Warner Bros. − All right reserved.


D: William Wyler

Bette Davis in a magnificent performance often compared to Gone With The Wind (1939) – offered to her as consolation by Warner Bros. because she was denied the role of Scarlett O’Hara. Davis won her second Best Actress Award for her performance. Headstrong, spoiled, self-centered Southern belle daughter Julie Morrison (Bette Davis) of a Southern aristocratic family in pre-Civil War New Orleans loses her fiancee Preston Dillard (Henry Fonda) when she stubbornly defies the convention of the day by wearing a scandalous red dress to the Olympus Ball. Embarrassed, he leaves and unbeknownst to her marries Northerner Amy (Margaret Lindsay). When Preston returns three years later, she begs forgiveness but it is too late, she suffers hurt and rejection, and feels she will face life alone. When an epidemic of yellow jack strikes, she begs Amy to let her accompany the mortally ill Preston to an island for quarantine and care for him.

Learn more and watch the trailer here.


Poster for the movie "The Lady Vanishes"

© 1938 Gainsborough Pictures − All right reserved.

The Lady Vanishes (UK)

D: Alfred Hitchcock

A highlight among Hitchcock’s British films – an intriguing mystery story. Set just before WW II, young socialite Iris Henderson (Margaret Lockwood) is traveling on a train from Mandrika and moving through Europe to return to England (for her impending marriage). A charming elderly lady, English governess Miss Froy (Dame May Whitty), suddenly disappears and it is discovered that no one is willing to believe or accept that the lady has disappeared or that she even exists. With the help of fellow passenger-musicologist Gilbert Redman (Michael Redgrave in his film debut), Iris seeks to locate Miss Froy. When Iris and Gilbert are pulled into the beguiling and strange incident – with the only proof being her name written in fog/frost on the train window. Iris’ memory and veracity are questioned, since she was hit over the head with a flowerpot while boarding the train, suffered a concussion, and might be delusional. During the quest for Miss Froy (who is eventually discovered alive and safe) there is thought of a sinister, mysterious conspiracy to kidnap her. Her disappearance is linked to an espionage plot, and she is ultimately identified as a British spy who had memorized a musical tune (with a secret encoded message) desired by the enemy – Hitchcock’s trademark “MacGuffin.” Miss Froy had first heard the tune being sung by a Tyrolean street folk singer outside of her hotel just before he was strangled, and she was to deliver the message to the Foreign Office in Whitehall.

Learn more and watch the trailer here.


Poster for the movie "Pygmalion"

© 1938 Gabriel Pascal Productions − All right reserved.

Pygmalion (UK)

D: Anthony Asquith, Leslie Howard

A delightful romantic comedy, the first (non-musical) film version of George Bernard Shaw’s 1912 stage play  It is a socio-economic drama based on the Cinderella story, but actually taken from the Greek myth of Pygmalion – about a sculptor who falls in love with a marble statue of his own making. A stuffy dialect/diction/phonetics teacher, Professor Henry Higgins (Leslie Howard) makes a bet with a friend Col. Pickering (Scott Sunderland) that he can educate and transform a common, coarse Cockney flower seller Eliza Doolittle (Wendy Hiller) into being able to speak in proper English and pass as a captivating British lady/duchess of upper class breeding – within three months – at the Ambassador’s Ball. In the process of transforming her, he falls in love with her.

Learn more and watch the trailer here.


Poster for the movie "Test Pilot"

© 1938 Metro-Goldwyn-Mayer (MGM) − All right reserved.

Test Pilot

D: Victor Fleming

An exciting aviation drama with stunningly-photographed aerial sequences, and one of MGM’s greatest hits of the year. The story of an adventurous, daredevil test pilot Jim Lane (Clark Gable) who tests planes manufactured by Howard Drake (Lionel Barrymore), aided by loyal mechanic Gunner Sloane (Spencer Tracy). When testing a plane and forced to land in a Kansas cornfield, he meets and falls in love with farm girl Ann Barton (Myrna Loy), and they marry. Lane is a brilliant test pilot but unpredictable and uneasy about settling down into domestic life as a husband and father. He obviously enjoys the risks of his profession, which make it difficult for his wife to sit and watch him testing a new Air Force bomber.

Learn more and watch the trailer here.


Poster for the movie "You Can't Take It With You"

© 1938 Columbia Pictures − All right reserved.

You Can’t Take It With You

D: Frank Capra

A great, endearing Best Picture-winning screwball comedy directed by Frank Capra from the Pulitzer Prize-winning play from Moss Hart and George S. Kaufman. Receptionist/secretary Alice Sycamore (Jean Arthur) is the beautiful and sane daughter of an eccentric and happy family, run by philosophical patriarch/grandfather Martin Vanderhof (Lionel Barrymore). Family members are involved in free-wheeling activities including painting and sculpture, ballet dancing, fireworks invention and experimentation, xylophone playing, mystery writing and more. Alice works in the offices of capitalist Anthony P. Kirby (Edward Arnold), a rich conservative banker. She fears that she might never marry, due to her crazy family. However, she become engaged to Kirby’s down-to-earth son Tony Kirby (James Stewart). Problems erupt when the two incompatible families are to meet for dinner at the Sycamore’s house before the wedding. The Kirby’s mistakenly arrived one day early, fireworks are accidentally set off, everyone is carted off to jail, and the relationship between Tony and Alice is quickly put in serious jeopardy – will their love win out?

Learn more and watch the trailer here.


Did your favorite movie from 1938 make our list?







Greatest Films from:

1930 | 1931 | 1932 | 1933 | 1934 | 1935 | 1936 | 1937 | 1938 | 1939

1940 | 1941 | 1942 | 1943 | 1944 | 1945 | 1946 |1947 | 1948 | 1949

1950 | 1951 | 1952 | 1953 | 1954 | 1955 | 1956 | 1957 | 1958 |1959

1960 | 1961 | 1962 | 1963 | 1964 | 1965 | 1966 | 1967 | 1968 |1969

1970 | 1971 | 1972 | 1973 | 1974 | 1975 | 1976 | 1977 | 1978 | 1979