Film-Philosophy 19 (2015)

Love’s Old Song Will Be New: Deleuze, Busby Berkeley

and Becoming-Music
-
Steven Pustay, Malone University
(spustay@malone.edu)

What follows is the typical construction of a Busby Berkeley musical sequence

of the 1930s: curtains open to reveal two lovers sitting on a theatrically staged
set – a park bench, a mountain stream, a secluded pond, the exterior of a movie
theater. One of the lovers begins to serenade the other with a short vocal prelude,
which evolves into the song’s main refrain. The camera pushes in on the lovers
until it has exhausted the possibilities of the close-up, at which point (as the
lyrical refrain is repeated within the instrumentation) the camera moves past the
lovers to focus on an extraneous detail – a box of animal crackers, water trickling
off a rock, a billowing wind amongst the branches of a tree, a series of
advertisements lining a train car. Suddenly, as the musical refrain increases in
intensity, the detail begins to overflow, evoking a visual transition which
dissolves the stage itself. We are no longer watching a theatrical performance of
a song, but instead are moving through time and space, where the box of crackers
transports us to a zoo where both the humans and animals are falling in love,
where the mountain stream transforms instantly into a waterfall overflowing with
bathing chorines, where the tree shrinks into a model on a piano that dances
elegantly with dozens of other pianos, where the advertisements melt into a
hundred identical faces that dance and morph into chorines clothed in white. As
the refrain repeats itself in a myriad of variations, the setting continues to evolve
as individual bodies become groups, groups of bodies become a mass, and the
mass itself becomes a unified body that visually overwhelms the screen, at which
point the camera shrinks back through each incarnation until we return to the
lovers, quietly completing the refrain one last time before the curtains close.
Typically, such sequences have been read by film scholars using
frameworks established by non-musical filmic traditions, at times arguing that
Berkeley uses the techniques of surrealism within his abstract images, at other
times arguing that Berkeley’s mass ornaments lay the groundwork for fascist
filmmaking and thus, briefly, foreshadow the arrival of Riefenstahl (Rubin, 1993,
pp. 1-8). Such readings share a common theme – like much of film scholarship
they privilege the visual spectacle without acknowledging that Berkeley’s work,
at its best, is always driven not by the image but by the music, therefore making
the image merely an extension of the formal properties of the sound. To move

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past image-centric readings, I look to the work of Gilles Deleuze, whose

rhizomatically-structured philosophy accounts for the multiple forces at play
within the film’s body.
Using a Deleuzian framework, this essay presents a series of three
arguments, each building upon the last and together forming one central thesis.
First, I argue that the traditional cinematic form of Busby Berkeley’s musical
sequences, exemplified in a series of films made during his tenure with Warner
Bros. Pictures from 1933 to 1939, can be seen as a form of Deleuzian ‘becoming,’
in particular a ‘becoming-music.’ My second argument contends that these
sequences should therefore be read not through Deleuze’s taxonomy of the
cinema, but rather through his taxonomy of music, particularly his arguments
contained within the chapter ‘Of the Refrain’ from his collaboration with Felix
Guattari, A Thousand Plateaus (1987). Third, such a reading reveals that
Berkeley uses the musical forms of refrain and rhythm, as described by Deleuze
and Guattari, within the visual montage of his musical sequences to create a
unique form of ‘visual-music.’ Finally, as these arguments together demonstrate,
Deleuze’s Cinema books present for us a cinema that traditionally
deterritorializes the image, whereas Busby Berkeley’s visual-music instead
actively works to deterritorialize the sound – breaking apart the components of a
‘hetero-romantic’ milieu that traditionally organizes the popular music of the
1930s in order to reveal the strong sexuality inherent within the sonic patterns
that structure to his cinematic spectacles.1
Reading the cinema of Busby Berkeley through Deleuze reveals a gap in
the (relatively small) body of scholarship on Berkeley’s musical productions.
Despite the fact that Berkeley’s name is now synonymous – within the modern
vernacular of film studies, at the very least – with larger-than-life musical
productions that emphasize spectacle over narrative, very little attention has been
paid to the form and function of his unique vision of the cinematic musical.
Discussions of Berkeley’s work are often relegated to short overviews in film
history texts that situate Berkeley as a jumping off point for the modern film
musical before quickly moving on to more traditional forms, such as the
Astaire/Rodgers films, Gene Kelly’s oeuvre, or the stage adaptations of the 1950s

1
While this essay will explicate the thematic motifs within the music and montage of Berkeley’s
visual-music, I will not be discussing the overall narrative structure of Berkeley films. This choice
is reflective of the industrial practices of Warner Bros. Pictures, who often refused to allow a
choreographer like Berkeley to direct entire pictures. Instead, directors with more dramatic or
comedic experience – such as Mervyn LeRoy, Lloyd Bacon, or Ray Enright – would direct the
bulk of the narrative, leaving a final stack of Berkeley directed musical numbers to close the film.
Berkeley’s output in these pictures, which includes films like 42nd Street, the Gold Diggers
series, Footlight Parade, Dames, and Varsity Show, thus works independently of the main
narrative, usually by portraying a stage production put on by the film’s characters that only
tangentially, at best, relates to the plot.

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and 60s, where individual dance routines allow sonic rhythms and physical
movement to come together in more direct yet less meaningful ways than in
Berkeley’s cinema.2 The facts of Berkeley’s career are often listed – a burst of
creative, uniquely spectacular musical numbers in the early 1930s that
transformed the stage-like ‘musical review’ film into a truly cinematic
experience, often by employing large-scale masses of dancing chorines seen
through kaleidoscopic overhead camera angles – yet such reviews of Berkeley,
while historically and aesthetically accurate, often fail to explain the intense
popularity of Berkeley’s films or the sudden decline in the public’s appetite for
Berkeley’s narrative-free brand of production number.
Several scholars have produced more expansive studies of Berkeley’s
canon, such as Tony Thomas and Jim Terry (1973), Bob Pike and Dave Martin
(1973), Rick Altman (1987), Martin Rubin (1993), and Jeffrey Spivak (2011).
Altman’s seminal genre analysis, The American Film Musical, devotes
significant space to situating Berkeley within the larger systems of the musical
genre, while also pointing to our long-standing inability to do just that by citing
Berkeley’s status as one of the ‘categories labeled with a proper noun’: the
‘Berkeleyesque.’ Such eponymous genres ‘have always been something of an
embarrassment for the historian,’ Altman (1987, p. 112) says, because they both
subsume and mask films that aesthetically or narratively share the same space
but are not products of the ‘name’ itself – such as Altman’s example of MGM’s
Dancing Lady (Leonard, 1933), which liberally borrows elements of Berkeley’s
style, though without Berkeley’s unique critique of sexuality. Martin Rubin
(1993) provides the richest historical analysis of Berkeley’s films, arguing that
they were a ‘cultural phenomenon’ that followed and expanded upon the
traditions of spectacle featured in late 19th and early 20th century stage musicals
(p. 7). Yet his critique of the formal construction of Berkeley’s style, like nearly
all readings of Berkeley, is so invested in the overwhelming elements of spectacle
that it leaves out a much-needed account of the role of popular music within
Berkeley’s films.
Such an account is not to be found in Deleuze’s own observations about
Berkeley, which are relegated to a short section of Cinema 2 in which Deleuze
describes a Berkeley number as a “dream-image” that serves to rupture the lines
between the concrete and the abstract, between reality and fantasy, between
cause-and-effect driven narrative and pure spectacle (1989, p. 61). Through the
dream-image, Deleuze ‘throws into question,’ Amy Herzog (2010) writes, ‘the
location of the “real” within the film’ and ‘uses the concept of the implied dream

2
For examples, see: Rick Altman (1987, pp. 31, 41); David Cook (2008, pp. 274-275); Gerald
Mast and Bruce F. Kawin (1976, pp. 271-275); Kristin Thompson and David Bordwell (2010,
pp. 138, 140-141).

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to focus on the indiscernibility between states and on the actions of the movement
that flow between them’ (pp. 161-167). This indiscernibility and movement is
itself a form of becoming, as the anonymous mass passes into and through the
individual body and back again, forming what Deleuze (1989) calls ‘an
enchanted proletariat whose bodies, legs and faces are the parts of a great
transformational machine: the “shapes” are like kaleidoscopic views which
contract and dilate… turning around the vertical axis and changing into each
other to end up as pure abstractions” (pp. 60-61). Yet Deleuze, like many others,
incorrectly views this ‘enchanted proletariat’ as a dancing precursor to Fred
Astaire or Gene Kelly, especially when he argues that ‘what counts’ in a musical
comedy is ‘the individual dancer’s genius [and] subjectivity’ (1989, p. 61).
Instead, the thing that ‘counts’ in a Berkeley number is the simple, rhythmic
movements of the mass and the music, and in failing to recognize this Deleuze
overlooks a key aspect of Berkeley’s wholly unique form of spectacle: that these
undulating bodies, legs, and faces are not random abstractions but rather
complete, unified images that have taken up the very form of the music from
which they are born. They are, in fact, an image that has ‘become-music.’

Becoming-Music
In order to untangle the process through which Berkeley’s cinema becomes-
music, I should start by laying out the conceptual purpose of Deleuze’s notions
of milieus, territories, and deterritorialization, central for understanding my
musical analysis of Berkeley’s cinema. Alongside Felix Guattari in A Thousand
Plateaus (1987) and throughout the rest of his work, Deleuze set forth a
rhizomatic philosophy which regards existence as a series of interrelated nodal
points and flows of energy that lack a linear structure or progression, rather than
the more traditional arborescent tree-like structure where each immutable
concept is supported by a trunk and root system of other smaller concepts. The
rhizome allows Deleuze to escape a top-down mode of thought that privileges
certain concepts over others, instead allowing for a philosophy in which, as
Felicity J. Coleman (2005) describes, ‘every thing and every body – all aspects
of concrete, abstract and virtual entities and activities – can be seen as multiple
in their interrelational movements with other things and bodies’ (p. 231). Under
a rhizomatic philosophy, all objects and concepts can be seen as interrelated
flows – what Deleuze calls ‘centers of indetermination’ – that act and react to
and against one another, and through it one can read the individual components
of a Hollywood musical as bodies which converge, contort, rupture, and re-form
when grouped in specific ways.
This does not mean, however, that objects are just random, free-flowing
energies bouncing off one another. Instead, all objects and concepts are

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constructed of specific milieus, essentially the physical and conceptual

components that serve as the building blocks for larger, more complex machines.
While milieus themselves are relatively stable, their alliances with one another
are not, thus milieus ‘slide in relation to one another, over one another,’ Deleuze
and Guattari explain (1987, p. 313). Each milieu is coded, ‘but each code is in a
perceptual state of transcoding or transduction… in which one milieu serves as
the basis for another, or conversely is established atop another milieu, dissipates
in it or is constituted in it’ (Deleuze & Guattari 1987, 313). Objects and concepts
have no function without these coded milieus, yet milieus create very little
meaning or purpose in and of themselves. Instead they are each situated within
territories, sets of cultural assumptions, conceptions, and assemblages that
regulate and structure the milieu’s function and, in turn, codify its very
parameters of being. For example, in A User’s Guide to Capitalism and
Schizophrenia, Brian Massumi (1992) defines the milieu of ‘muck’ – literally the
muck and mud that is used to create bricks and mortar – as ‘wind and water-borne
particles’ in the ‘geologic pattern’ of a ‘rock formation’ (p. 51). In order to escape
a territory that would otherwise forever relegate muck to simple patterns of rock
particles, a process must occur that changes the ‘order and organization’ of muck
and allows it to take on new functions such as becoming the brick that helps to
structure a wall. That process is deterritorialization.
Deterritorialization allows objects and concepts to redefine their milieus
and break free of their territories – to create or reveal alternate forms and
functions. ‘Whatever tries to close becomes open,’ D. N. Rodowick (1997) writes
of the process of deterritorialization, ‘whatever falls into parts or sets will return
to a continuous whole’ (p. 45). Here, we see that deterritorialization is not simply
about reformulating or recoding the purpose of a specific object, but instead it is
about movement – the shifting and fluid movement from one form to another,
from one organization to another. Greg Flaxman (2000) argues that
deterritorialization allows for ‘the annihilation of transcendental underpinnings,
of any sense of preexistent structure,’ so that we can look past the common,
accepted structure of an object or concept to see new functions (p. 45). ‘To
deterritorialize,’ Adrian Parr (2005) further explains, ‘is to free up the fixed
relations that contain a body all the while exposing it to new organizations’ (p.
67).
Deterritorialization is at the heart of Deleuze’s Cinema books. In
examining the cultural function of the cinema – its territory – Deleuze
successfully deterritorializes the images created by various auteurs within
disparate cinematic movements throughout the 20th century. Rather than reading
images as simple representations of reality that only serve to progress specific
narratives goals – the widely-held territory of most moving images – Deleuze

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reconfigures the image schemata, allowing us to see images within new territories
that serve alternative purposes and functions, what he calls movement-images
and time-images. While it’s unnecessary here to explicate the readings that result
from Deleuze’s deterritorialization of filmic images, it is important to note that
Deleuze’s project only truly breaks down the visual milieu of cinema – under
Deleuze’s taxonomy, even sound becomes-image. Yet by applying Deleuze’s
own understanding of musical forms to the sound/image relationships found in
Busby Berkeley’s work, we can begin to see the inverse of that taxonomy, where
an image can ‘become-music’ in order to deterritorialize the popular songs that
drive the musical genre.
Becoming-music is a complex process, and as Ian Buchanan warns in his
introduction to the anthology Deleuze and Music, the problem with many
readings of Deleuzian ‘becoming’ is the difficulty in discussing the act of
becoming without ‘lapsing into a discourse of transmogrification or some other
teratological sub-branch of evolutionary theory’ (2004, 16). Yet becoming in the
Deleuzian sense is by no means restricted to a physiological or psychological
transformation. It is rather, as Deleuze says, a form of expression, whereby one
body – a center of indetermination – when confronted with a certain stimulus or
set of vibrations, reacts by taking up the form of that stimulus. Music, by its very
nature, is thus always already a form of becoming, which Buchanan (2004) refers
to as a ‘double articulation’ (p. 16). Here, natural sound is interpreted and
replicated by instrumental sound, which in turn inscribes new meaning back onto
the original sound. Buchanan’s (2004) example is rooted in classical forms: the
sound of a horse riding off to battle is encoded within the sonic structure of the
kettledrums, whose ominous rhythm inscribes the original hoof beats as the sonic
signifier of intense, looming danger (p. 16). Greg Hainge (2004) continues this
line of thought when he argues that ‘Western music, whilst dependent on the
creation of forms, only becomes-music through the undoing of those forms and
this double movement is music’s very ground of possibility and its salvation, it
is what enables it to form a block of expression and yet remain musical’ (p. 40).
I’ll return to this ‘block of expression’ later, but first, although music is
itself always a becoming, the act of becoming-music is different. Here, the sonic
patterns of musical forms are themselves taken up by, or rather interpreted
through, a non-musical body, allowing that body to (at the very least) attempt to
become the Deleuzian ‘body without organs’ – to reconnect the vibrations of
cosmic space with those of the individual body. Jeremy Gilbert (2004) lays this
out when he states that becoming-music ‘draws a line of flight away from the
physical-ideological constraints of the gendered body or fixed musical-genre:
[creating] a body without organs, a smooth, cosmic space’ (p. 126). Becoming-
music is thus an opposite movement – a double movement – of the original act

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of musical becoming: first a sonic pattern is taken up by an instrument, imbued

with the structure of natural sound. Only then is that musical sound reconnected
with a non-musical body which becomes-music.
In Busby Berkeley sequences, this non-musical body is in fact the visual
body of the film, which I argue becomes-music by taking up the very forms of
musical content that allow for expression within music. In this sense, the visual
aspects of Berkeley’s musical sequences no longer function as image, they have
taken on a new form with different structures and codifications. This is why
Deleuze’s conception of the dream-image fails to fully explain the significant
function of a Berkeley production number, because Berkeley’s films are not
structured like a dream, they are structured like music – they are films where the
image has ‘become music’ in order to visualize and deterritorialize the milieu of
the music itself. In fact, even Deleuze’s analysis of cinematic sound fails to
capture the importance of Berkeley, because Berkeley inverts the taxonomy of
the Cinema books – we no longer have sound that has become-image, we have
image that has become-music, a unique visual form that I term visual-music. To
understand how Berkeley’s images become visual-music, and how visual-music
works to deterritorialize sonic milieus, I’ll now turn to Deleuze and Guattari’s
(1987) conception of music from A Thousand Plateaus, namely the concepts of
refrain and rhythm.

Visual-Music
In traditional musical terms, the refrain is a melodic form that is repeated
throughout a composition; thus in the standard verse-chorus form of modern pop
music, the chorus can be seen as the repeated refrain, both lyrically and, more
importantly, melodically. In the Deleuzian sense, the refrain can also serve a
larger purpose: it is the sonic signifier of a territory, it announces the function of
a melody or song. Bird songs act as Deleuze and Guattari’s (1987) example, as
‘the bird sings to mark its territory’– both its spatial territory and its function
within that space (p. 312). According to Deleuze and Guattari, the refrain (as both
melody and territory) forms the cornerstone of all Western music: it is the block
of content within music from which we can identify thematic motifs, contained
not simply within the literal content of the lyrics but rather within the entire
structure and composition of the music, including melodies, tonalities, timbre,
meter, and instrumentation. Yet because the refrain is always defined by specific
components of the milieu that structure its function and organization, it is always
already strongly territorialized. Therefore, to understand the role of the refrain,
we must work against the forces that structure and territorialize it, ‘forces of
chaos, terrestrial forces, cosmic forces: all of these confront each other and
converge in the territorial refrain’ (Deleuze & Guattari, 1987, p. 319).

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Within a Berkeley musical sequence, there are always two simultaneous

refrains, an aural refrain and a corresponding visual refrain. Just as each
repetition of the aural refrain repeats the melody in variation, usually by passing
it first from an individual vocalist to a chorus and then from instrument to
instrument, the visual refrain uses variations on a visual melody, each repetition
being marked by a transition that expands or contracts this melodic motif. In my
opening description, the visual refrain is marked by the extraneous detail that
overflows, which matches the music – or, more appropriately, takes the form of
the music – through repeated variations. These visual refrains begin the process
of becoming-music, and allow us to glimpse the milieus that structure the musical
content within a Berkeley sequence – most often ‘romantic courtship,’ a concept
I will explicate later on. But the refrain is not expressive on its own, instead it
requires outside forces to allow it to create meaning. As a result, music is always
a binary, which Buchanan (2004) labels as ‘a block of content (the refrain) and a
form of expression (becoming)’ (p. 16).
For Deleuze and Guattari, the process of becoming-music, which starts
with the construction of the refrain, is enacted specifically through the use of
rhythm. ‘The refrain is rhythm and melody that have become territorialized,’ the
pair write, ‘because they have become expressive – and have become expressive
because they are territorializing’ (Deleuze & Guattari, 1987, p. 317). This is not
simply ‘going in circles,’ they assure us, but rather a declaration that ‘there is a
self-movement of expressive qualities,’ a repetition that, along with the refrain’s
central melody, enables the expression, the becoming, the transcoding (Deleuze
& Guattari, 1987, p. 317). Rhythm does this by establishing a pattern that breaks
through the milieus that otherwise structure the musical expression. ‘Milieus are
open to chaos,’ Deleuze and Guattari (1987) explain, ‘rhythm is the milieus’
answer to chaos… there is rhythm whenever there is a transcoded passage from
one milieu to another’ (p. 313).
The repetitions of rhythm provide a pattern through which one can
recognize the milieu of a refrain – whether it be the timbre of a specific
instrument, the repeated melody of a chorus, or a unique sonic signature found
in the natural vibrations of a non-musical object – while the minute differences
and variations that inevitably spring forth from repetition allow for a
deterritorialization that can transform or transcode that milieu. It is, in fact, these
‘differences and variations’ that allow rhythms to become expressive. This is
especially clear when we account for the differences between meter and rhythm,
which Brian Clarence Hulse (2010) describes, in the philosophical sense, as
‘distinguishing false from real repetition’ (p. 28). Meter is, he argues, ‘repetition
of the identical,’ patterns of the same which ‘project’ rather than express, while
rhythm ‘always involves inequalities and selection made by intensive differences

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and accents’ which therefore provide the ‘infinite novelty’ that the process of
transcoding requires as it passes from one milieu to the next (Hulse, 2010, p. 28).
As with the refrain, the rhythms within the music of a Berkeley sequence
always have a corresponding visual rhythm, a series of bodily movements – both
of the chorines and of the camera – that build in variation with each repetition of
the refrain. Such movements are a part of Berkeley’s visual signature, an
assemblage of forms and shapes built from bodies in motion that expand and
contract, break apart and restructure, undulate, dilate, and rotate, become
concrete objects and dissolve into abstract patterns, all held together by
movement and rhythm. As Phil Turetsky (2004) explains, ‘rhythms group
heterogeneous material together. In music such elements include pitch, volume,
timbre, and other aspects of sound, but rhythms may take up a great variety of
other material [including] parts of human bodies, their various motions, and
objects [arranged] along continuously varying lines’ (p. 142). It is important to
note, then, that Berkeley’s movements are not simply metrical repetitions ‘of the
identical’ but rather a constant series of rhythmic variations – variations that, as
with the music that gives them shape, build upon one another until they reach a
sort of rhythmic climax, a final pulsation of bodies moving as one. Nor are they
the sort of complex dance found again and again in later forms of the cinematic
musical – intricate contortions of the body which are driven by the music yet
function independently from it. Amy Herzog (2010) describes the style of dance
popularized by Fred Astaire, for example, as a ‘weighted, energetic corporeality
[that] expresses the interpretive power of the individual’ over that of the film or
the music, while ‘the Berkeleyesque spectacle uses the body in an abstract
choreography of objects and spaces, a choreography that itself is part of a larger
movement towards contradiction and indiscernibility’ (p. 165). Here, the
contradiction Herzog refers to is not contained within the image itself, nor does
it exist between the image and the music. Instead, the contradiction lies between
the musical number and the narrative whole of the film itself, which Berkeley
effortlessly dispenses of time and again, his free-floating sequences always
working in the service of the music before the film. This allows his rhythmic
movements to directly correspond to both the refrain and rhythm of the music
while remaining independent of pre-established territories, free from the bonds
of story, plot, or the machinations of narrative cause-and-effect. In this way, the
unique rhythmic movements in a Berkeley number are, in fact, nothing more than
visual-music.
Visual-music is essential to Berkeley’s process of deterritorializing
music. By counterpointing the sonic elements of the refrain and rhythm with
corresponding visual cues, Berkeley draws attention to – and recontextualizes –
the milieu of both the sound and image. It should be mentioned that this is not

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simply ‘mickey-mousing’ (as the act of directly mimicking visual movement

within a film’s soundtrack has pejoratively come to be known). In fact, the
process of ‘becoming-music’ is an opposite movement, in which the visual-body
of the film takes up musical forms rather than the music imitating the image.
Furthermore, Berkeley’s sequences are not built around simple moments in
which the sound and image sync up with one another. Instead, carefully
choreographed visual motifs (refrains) continuously work to destabilize their
sonic counterparts through the expressive properties of repetition (rhythm).

Deterritorializing Popular Music

The combination of refrain and rhythm, the content and its expression, is what
gives music its territory, its function, its purpose. ‘Territorialization,’ Deleuze
and Guattari (1987) explain, ‘is an act of rhythm that has become expressive, or
of milieu components that have become qualitative’ (p. 318). The mathematical
repetitions of music become expressive by defining how we feel, what we see,
and who we imagine ourselves to be when we hear a particular song, instrument,
or melody. Like many Deleuzian concepts, territorialization works two ways: it
subscribes a territory for a subject while the expression is itself also
territorialized. Music, as this indicates, is always firmly situated within a specific
territory or strata of cultural conceptions.
Here is where Berkeley’s visual-music separates itself from the various
forms of the image Deleuze describes in the Cinema books: because the musical
aspects of any given Berkeley sequence are already situated within a territory that
I will call ‘romantic heterosexual courtship’ – affectionate and sentimental, but
not overtly sexual – the visual aspects serve to deterritorialize that music by
offering counterpoints to the musical motifs. The ‘courtship-assemblage,’ as
Deleuze and Guattari refer to the milieu, is already a natural reading of sexual
behaviors, often viewed as precursory rituals that maintain enough distance from
the sexual act as to become strangely independent from it. Returning to the avian
world, the pair recall the story of the male Australian grass finch, who appeals to
the female’s mating instincts by carrying around grass stems in his beak with no
intention of actually constructing a nest (Deleuze & Guattari, 1987, p 324). Thus
‘courtship, which now precedes nesting, itself becomes a relatively autonomous
assemblage’ which can only become sexual through a transcoding of milieu
components, specifically the grass stems themselves which Deleuze and Guattari
(1987) label ‘an assemblage converter’ (pp. 324-325). ‘The stem cancels out,’
they explain, ‘precisely because it is a component of passage from one
assemblage to another. This viewpoint is confirmed by the fact that if the stem
cancels out, another relay component replaces it or assumes greater importance,
namely, the refrain’ (1987, p. 325, emphasis mine). The grass stem, as an

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assemblage converter, takes the place of – or more precisely serves as a

counterpoint to – a bird’s more traditional (and more overtly sexual) sonic
refrain: its mating song. The stem itself becomes a motif through which the grass
finch’s sexual impulses become territorialized, and only through ‘cancelling out’
this motif can one recognize the sexual nature of the song it overshadowed.
Berkeley’s visual-music serves the same purpose: it ‘cancels out’ the
romantic yet sexually-distanced milieu of popular music, transcoding it through
repetition and rhythm to make it both visible and audible. Again, I’m not simply
referring to the lyrical content of the songs, but rather the entire sonic structure
of the music which causes them to appear, upon first listen, to be little more than
romantic melodies that softly suggest romance and longing. Yet Berkeley uses
his visual-music as a counterpoint to these components of the romantic milieu,
which acts as the ‘assemblage converter’ that deterritorializes the music and
reveals the overt sexuality that exists within its sonic structure.3
What makes Berkeley’s work unique, then, is not simply the risqué nature
of his images nor their overwhelming visual complexity, but rather his project to
actively reveal – through the relationship between the aural and visual musical
refrains – how music, just as the natural sound from which it springs, is
fundamentally ‘sexual in nature.’ Here, I am drawing partly on the work of
Elizabeth Grosz (2008), who argues that part of the process of becoming-music
involves the movement of the body – rhythms and repetitions – and that sexuality
is a key component of such movement, whether it be dance or otherwise (pp. 28-
30). Grosz’s evidence is compelling. Turning towards the natural world, she
reveals the seemingly obvious but overlooked role of music in the mating rituals
of so much of the animal kingdom, from the birdsongs Deleuze references to seal
and whale vocalizations in the sea. ‘If... language derives from music,’ she
suggests, following a Deleuzian observation, ‘then it may be that music and the
arts are a product of sexual selection, the ability to attract a mate’ (Grosz, 2008,
p. 30). Music connects the human animal to the sexuality of the natural world, in
turn providing assemblages between the body and the vibrations of the cosmos.
Yet that sexuality, as Grosz argues, is repressed by the territorialized milieus that
structure and organize our understanding of those musical forms. The popular
songs of 1930s musicals – be it the work of frequent Berkeley contributors Harry
Warren and Al Dubin, or composers like Irving Berlin, George and Ira Gershwin,
Cole Porter, or Sammy Fain and Irving Kahal – were more often than not strongly
territorialized within courtship-assemblages, sexually-distanced milieus that
were reified in dance-and-narrative-oriented musical sequences. It is Berkeley

3
Of course, for Berkeley (and much of Classical Hollywood Cinema) this sexuality can only
manifest itself through feminine motifs. Skimpy outfits, suggestive situations, coy lyrics, and
visual puns all create an impression of sexuality in which the female body in the locus of a male-
dominated desire.

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who enables us to look past these courtship-assemblages to both see and hear the
sexuality at the heart of musical expression.
To demonstrate how this process occurs, and to further explicate
components of the central milieu of many of Berkeley’s best sequences, let’s turn
to the ‘Shadow Waltz’ from Gold Diggers of 1933 (Mervyn LeRoy, 1933), a
Warren and Dubin number that represents, as Martin Rubin describes, ‘the
elegant, abstract, black-polished floor mode’ that characterizes several of
Berkeley’s pre-code productions during the early 1930s, including ‘Young and
Healthy’ from 42nd Street (Lloyd Bacon, 1933) and ‘The Words Are in My Heart’
from Dames (Ray Enright, 1934) (Rubin 1993, 105). I’ve chosen ‘Shadow Waltz’
not as Berkeley’s visual-music par excellance – for that one might turn to the
more expansive and challenging water ballet found in Footlight Parade’s (Lloyd
Bacon, 1933) ‘By a Waterfall’ – but rather because it works in a similar mode as
many of Berkeley’s musical pieces, allowing this analysis to apply to a wide
variety of musical sequences produced during Berkley’s tenure with Warner
Bros.
In my analysis, I’ll point to the two musical motifs within ‘Shadow
Waltz,’ the sound motif and the visual motif, which together form an overall
thematic motif expressed through the process of becoming-music and
functioning to deterritorialize the milieu of Warren and Dubin’s musical
contribution. ‘Shadow Waltz’ begins with a short vocal prelude sung by Dick
Powell, lyrically recalling prancing shadows on a dewy evening meadow, before
shifting into the song’s central refrain. The lyrics of the refrain speaks of two
lovers lingering in a gentle embrace, softly serenading each other, and, although
Powell first sings the refrain, its subjective position is un-gendered, passing from
Powell to his romantic interest, Ruby Keeler, and then to a large female chorus.
Of the seven repetitions of the refrain, three are entirely orchestral, with the
melody passed from a chorus of strings to a solo violinist and back, along with
an increase in tempo from adagio to andante, before the final refrain is sung by
the duo of Powell and Keeler. The overall motif of the music is of course strongly
territorialized. Its waltz structure, with soaring violins countered by soft,
rhythmic cello, suggests the both the tranquility and excitement of developing
passions and amorous longings – a courtship-assemblage which again strikes one
as romantic but not overtly sexual.
The visual motif, on the other hand, is in direct counterpoint to the music.
After a curtain rises in typical Berkeley fashion, we find Powell alone on stage,
spotlighted against a black background. As the first refrain begins, we are
introduced to Ruby Keeler as she reaches into the frame to grasp Powell’s hand,
followed by an intimate close-up that matches the romantic soundtrack. At the
second refrain, Berkeley cuts to the empty staircase behind Powell and Keeler,

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where a crossfade magically reveals a group of chorines swaying to the rhythm,

echoing the repetition of the refrain within the soundtrack by a small female
chorus, accompanied now by a solo violin. Keeler sings the second portion of the
refrain, with Berkeley moving the camera in on Powell as he joins in, kissing her
hand while passing her his boutonnière, a single white flower.
The visual match of the white flower with Keeler’s bleached hair reveals
the overall visual motif of the piece – the refrain within the visual-music –
through which femininity is represented by floral arrangements of clothing and
bodies, movements and rhythms, a motif which continues to build with each
repetition until a strong visual climax at the end of the fifth refrain. After
revealing the flower, Berkeley cuts away to a fantasy world, where several dozen
violin-playing chorines are dressed in circular, floral hoops, each an individual
flower in the staged meadow. The following visual refrains, echoing the
orchestral variations of the melody, are significant in structuring the
deterritorializing visual counterpoint. The camera cuts to Berkeley’s famous
overhead vantage point, a kaleidoscopic formation through which the individual
bodies are joined to create abstracted patterns and shapes. Here, the floral pattern
continues, the hooped skirts becoming pedals on a larger flower, spinning and
swaying with Keeler alone at the center. As the lights dim, each chorine’s violin
glows with a neon outline, the flower expanding and contracting until the pattern
shatters apart and reforms as a large-scale violin.
Divorcing these ‘pure abstractions’ from the accompanying musical
refrain, one might read these types of images, as Deleuze does in the Cinema
books, as a cinematic form of the twin Kantian sublimes. On the one hand we
have the mathematical sublime, that which is quantitatively so immense that it
extends beyond rational logic and forces the mind to compensate by forming a
substitute mental image of the whole, while on the other hand we find the
dynamical sublime, which arises from an object that breaks such logic by force,
its scale and weight so overwhelming that one feels powerless against it
(Deleuze, 1986, pp. 48-54). Berkeley’s trademark kaleidoscopes – overhead
shots of too many bodies making patterns that are too difficult to quickly or
precisely comprehend – do in fact combine elements of both forms of the
sublime, at times they overwhelm the senses with so much stimuli that rational
logic fails, at other times the scale of the image is so powerful that one cannot
hope to overcome it.4 Yet such a reading would fail to recognize the central
components of the image’s milieu, namely the strong sexual overtones that make
explicit the overall deterritorializing function of Berkeley’s visual-music.

4
Both of these qualities would later be found in the work of Leni Riefenstahl, leading to a frequent
association between her visual style and that of Berkeley’s musical productions.

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Throughout ‘Shadow Waltz,’ the flower motif of the visual refrain is

invoked so that sexuality can ‘blossom’ within both the image and the music. As
such, several components of the milieu directly engage with sexual impulses,
which repeat and evolve with each variation of the refrain. Keeler’s dress, hinting
at nudity with its coruscated silver carefully arranged around a clinging, flesh
colored material, gives way to the dresses of the chorines which strip away every
extraneous opaque surface. The fluidity of Berkeley’s camera, which at first is
used to present the ‘parade of faces’ and emphasize the individual personalities
on display, soon breaks down each body into its own constitutive parts. The
hooped dresses are lifted to create a sea of autonomous legs that sway one way
then the other, while the camera turns on its side against a mirrored pond,
doubling each identically-dressed chorine to produce copies of copies of copies.
Most importantly, each of these components is imbued with rhythm, rolling and
oscillating in short, repetitious movements that begin Berkeley’s process of
transcoding, that push our gaze past the pleasant faces and looks of romantic
longing and towards the increasing exposed flesh, the legs which sway and
tremble with every vibration of the music. ‘Every milieu is vibratory,’ Deleuze
and Guattari (1987) tell us, and in a Berkeley sequence they literally vibrate with
sexuality (p. 313).
In its most overt and spectacular moment, the central motif of the
‘Shadow Waltz’ becomes a yonic symbol comprised of the expanding and
contracting mass of bodies: an opening flower seen only through Berkeley’s
kaleidoscopic eye. In every Berkeley sequence, the unconcealed sexuality of the
entire number builds to this kind of moment, but the overwhelming visual stimuli
often makes it difficult to access the inherent sexual critique at its core. Siegfried
Kracauer, writing only a few years after the release of Gold Diggers,
contradictorily called these images ‘mass ornaments… composed of thousands
of bodies, sexless bodies in bathing suits’ only moments after referring to them
as ‘indissoluble girl clusters’ (Kracauer in Herzog, 2010, p. 154, emphasis mine).
These mass ornaments are indeed not sexless, but rather over-sexed, resolutely
feminine and clearly defined against what few male counterparts Berkeley may
provide. For example, in 42nd Street’s ‘Young and Healthy,’ the mass becomes a
serving dish – the men line the outsides of the bowl while the women’s bare legs,
seated and turned to the side, become a living shrimp cocktail ready for
consumption. The aforementioned ‘By a Waterfall’ has not one mass ornament
but several. One gives us a waterfall comprised almost entirely of bathing, nearly-
nude women, while the most famous (or perhaps most notorious) presents
hundreds of chorines as a living fountain, who legs open and shut rhythmically
as water shoots out from every possible angle.

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Perhaps the most unique image in ‘By a Waterfall,’ however, is made

from two solid lines of floating chorines running from the top of the screen to the
bottom, whose interlocked legs are first split apart by a solo swimmer who
breaststrokes down through them, then brought back together when she returns
with an impressively graceful backstroke. Like the simultaneous musical motif
whose playfully ascending and descending strings inspire the top to bottom and
back again movement, the image is easily dismissed by the modern viewer as
harmless, a simple display of ‘modern’ swimming styles and creative
choreography. However, as Nicole Armour (1997) reminds us, the technology of
the ‘clasp-locker’ – now know exclusively as the ‘zipper’ – was invented quite
literally a mere decade earlier in 1923 (p. 1). What appears innocuous at first
glance is, to the contrary, an overtly sexual image that signifies the removal of
the chorines’ clothing, which would have been patently obvious to
contemporaneous audiences. Elsewhere in Berkeley’s canon, one needs less of a
history lesson to spot the sexual motifs of his visual-music. ‘Pettin’ in the Park,’
which directly precedes ‘Shadow Waltz’ in Gold Diggers of 1933, lives up to its
name by featuring dozens of chorines whose nude figures are silhouetted against
a thin curtain as they change into metal brassieres, which only momentarily
frustrate their dates before Dick Powell finds a quick and dirty solution: a can
opener. ‘Dames,’ from the film of the same name, features Broadway ‘girlies’
who sleep together in revealing negligee, apply each other’s makeup in the
morning, and even take baths together while giving knowing glances to the
camera.
The purpose of discussing this sexual imagery is not to suggest that
Berkeley ‘overwrites’ the soft romanticism of the Warren and Dubin songs
through sheer force, but rather that these moments of unrepressed sexuality –
these rhythmic variations of the visual melody/motif – are structured precisely as
the counterpoint or assemblage-converter that shatters the milieu of the music to
address (or redress) its very nature and purpose. Only Berkeley’s art, his visual
refrains and rhythms, his deterritorializing critique, allow us direct access to the
sexuality of these musical forms through the process of becoming-music. ‘Can
this becoming, this emergence, be called art?’ Deleuze and Guattari (1987) ask
us, for ‘that would make the territory a result of art. The artist: the first person to
set out a boundary stone, or to make a mark’ (p. 316). As Deleuze and Guattari
show us, and as Busby Berkeley proves, the work of a true artist is not to
reproduce an image of the world already stratified into common territories, but
rather to deterritorialize, to break past the accepted configurations of components
in order to mark out a new territory. ‘Art is fundamentally poster, placard’ the
pair continue; it is a mark, an expression of territory, a signature, and ‘the
signature becomes style’ (Deleuze & Guattari, 1987, p. 317). The commonly

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referenced and often imitated elements of the ‘Berkeleyesque’ – the famous

kaleidoscopic views, the individual vs. the mass, the parade of faces, the rhythmic
choreography, the sexually suggestive imagery – these things alone do not
constitute the style or the signature or the art of Busby Berkeley. Instead, we must
also include his insistence on marking a new territory, on reconfiguring our
understanding and appreciation of the melodies that were so central to his life’s
work, yet whose true social significance we so often overlook.
Perhaps one last benefit of this reading is that it may help to explain, on
a more basic level, both the intense popularity of Berkeley’s early pictures as
well as the rapid decline that he encountered as his career wore on. Berkeley was,
as Martin Rubin (1993) explains, ‘a “superstar” director long before the concept
became commonplace,’ yet his status as a household name lasted for only a few
short years (p. 2). Many of his most discussed and critically successful films –
such as the aforementioned 42nd Street, Gold Diggers of 1933, Footlight Parade,
and Dames – were all produced shortly before Hollywood and the Hays Office
began to strongly enforce the Catholic Legion of Decency’s Production Code,
which banned representations of strong sexuality in the American cinema. In the
years that followed, films like Gold Diggers of 1935 (Busby Berkeley, 1935),
Varsity Show (William Keighly, 1937), and Gold Diggers of 1937 (Lloyd Bacon,
1937), along with his later work for MGM on both the Mickey Rooney/Judy
Garland pictures and the Esther Williams ‘aquamusicals,’ became increasingly
de-sexualized and, at the same time, less innovative and experimental. This is not
to say that the lack of provocative or titillating imagery is the sole reason why
Berkeley’s work suffered, but rather that the visual and musical aspects of a
Berkeley number, in the absence of the motif of sexuality, were robbed of their
melodic cohesion and visceral deterritorializing critique.
In his later work, Berkeley was left to focus almost exclusively on the
sublime elements of his kaleidoscopic spectacles, but they quickly became
tiresome for audiences thanks in part to their inability to visually display the
sexuality still manifest within Warren and Dubin’s musical contributions. Yet the
best of Berkeley, inverting Deleuze’s cinematic taxonomy through the process of
becoming-music, always ventured to create new parameters for the form and
function of the musical number by deterritorializing not the image but rather the
music, laying bare the inherent sexuality of sonic rhythms and refrains. Perhaps
Al Dubin’s lyrics best represent this as ‘Shadow Waltz’ comes to close, with
Powell and Keeler singing together ‘love’s old song, will be new... in the shadows
when I come and sing to you.’

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Filmography
Bacon, Lloyd (1933a) 42nd Street. USA.
Bacon, Lloyd (1933b) Footlight Parade. USA.
Bacon, Lloyd (1937) Gold Diggers 1937. USA.
Berkeley, Busby (1935) Gold Diggers of 1935. USA.
Enright, Ray (1934) Dames. USA.
Keighly, William (1937) Varsity Show. USA.
Leonard, Robert Z (1933) Dancing Lady. USA
LeRoy, Mervyn (1933) Gold Diggers of 1933. USA.
Minnelli, Vincente (1951) An American in Paris. USA.

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