We open on the outskirts of Topeka, Kansas, circa 1939, where the diminutive Rollo Sweet (Cork Hubbert) checks in at the general store to see if a reply from Hollywood has come yet. It hasn't. And as the clerk pokes fun at him, saying he's way too short to be in the movies, Rollo just waves him off and joins a few other locals gathered around the wireless to listen in on one of President Roosevelt's fireside chats. But before addressing his own country's Great Depression, the President first sermonizes about how much worse it is in those other countries currently under the Axis onslaught. When the radio keeps fading out, Rollo offers to go and fix the aerial; and once on the roof, as he adjust the wires, he then slips and falls, landing in a heap of garbage. Inside, not realizing he's fallen, the radio's signal turns crystal clear and everyone shouts a thanks to the unconscious Rollo on a job well done.

As Roosevelt's broadcast continues, we switch venues from Kansas to Berlin, where Hitler is also listening in -- and he isn't real happy with what the verdammter Amerikaner is saying about him. Calling for his best secret agent, a tall, stern looking fellow enters, but when a voice calls out "Zieg heil!" a small hand flashes from the bottom of the screen in salute. A quick pan down reveals Otto (Billy Barty), another midget sporting a monocle and his very own Hitler-style mustache. (All told, a miniature bald version of der Führer hisself.) And Otto's new mission is to go to America -- Los Angeles to be precise -- and meet up with Nakamuri, his Japanese counterpart, and turn over a map of the American coastal defenses for a possible invasion. When asked what his contact will look like, Hitler says to look for a Japanese man in a white suit who will use a secret-code phrase: "The pearl is in the river." When Otto then asks how the Japanese agent will recognize him, Hitler laughs, replying he will look for someone Otto's size. (Oh, this is gonna end in high hilarity o' hi-jinks, I can tell already.) Then, as per idiom, Hitler starts ranting and raving about how the Axis will soon conquer the world. Otto watches, enthralled, and when he answers the Nazi-n-chief's "Zieg heil" with his own, his short-n-stature salute nails the dictator right in the wiener-schnitzels (-- if you know what I mean.)

Next, our cast of players expands as we meet Secret Service Agent Bruce Thorpe (Chevy Chase), who is escorting the displaced Duke and Duchess of Luchow cross-country by rail to California. Convinced that an assassin is after him, the Duke (Joseph Mahre) is a paranoid wreck and constantly wears ridiculous disguises to hide his identity. The Duchess (Eve Arden), meanwhile, refuses to wear her glasses, and is therefore legally blind, and dotes on Strudel, the family dog. As the Duke teaches a skeptical Thorpe his secret knock -- "Shave and a Haircut" --  turns out there really is someone after him; and the Assassin (Robert Donner) in question has already made three attempts on the Duke's life -- only to wind up doing more damage to himself or Strudel. Seems the Luchow's have gone through thirteen dogs already; but the Duke has kept this tragedy from the myopic Duchess, secretly replacing each deceased dog, placing Strudel's locket on each new canine to complete the deception ... And it looks like it's time for another Strudel as the exposition ends with the Duke accidentally shooting number thirteen. Heading to the freight car, Thorpe bribes the attendant before absconding with Strudel the 14th. And as the speeding train picks up the latest mailbag off the yard-arm, it bangs into the car and starts moving! Thinking it's the assassin, the Duke flees. But it's just our boy Rollo, sneaking on the train, trying to get to Hollywood ... Where Louis B. Mayer's studio is in the midst of two monumental productions: Gone With the Wind, which is already filming, and The Wizard of Oz, that has just finished casting and will start shooting in two short days. With his hands full, Mayer names one of his favorite assistants, Annie Lockhart (Carrie Fisher), as a special coordinator for the second film. The girl is dubious of the assignment, and rightfully so: seems there's about 150 special extras due to arrive later today and, e'yup, you guessed it, these "special extras" will be playing the part of the Munchkins -- and Annie has to ride herd and keep track of them all over the weekend, and then get her charges into wardrobe and make-up and ready on the set when the cameras roll on Monday morning. It's a big assignment, on short notice, and even though Mayer thinks she's up to it he assigns his bungling nephew, Homer (Peter Isacksen), to help Annie out. And before she's dismissed, Mayer asks Annie to do one more thing for the film: find him a cute little dog.

With that, Annie gets to work. First, they'll need to find rooms to house the extras and choose the Culver Hotel, since its located right across the street from the studio. Inside, in what appears to be a perpetually empty establishment, the ditzy operator takes Homer's call and confirms 150 reservations just as the manager enters, complaining about how dead business has been; and it's been so dead, he's decided to attend the manager's convention and offers to take the ditz along with him-- who quickly hides the reservation slips (-- or absentmindedly throws it away, who knows for sure.) Leaving his own bumbling nephew in charge while he's away, Henry's (Adam Arkin) first order of business after his uncle leaves is to unveil a new banner, re-christening the Culver as The Hotel Rainbow -- just as a charter bus for The Japanese Photographic Society loses it's front tire and crashes right in front of the lobby doors. Shaken but unhurt, twenty Japanese photographers, all in white suits, spill out and start snapping pictures of Tiny (Pat McCormick), the boozing house detective, and Otis (Freeman King), the snoozing elevator operator. Stranded until the bus can be fixed on Monday, when a Mr. Akido (Bennet Ohta) asks if they can accommodate them all, Henry replies "There's always room under the Rainbow."

Meanwhile, over to the train station we go, where Annie tries to round up her unruly charges and blunders right into Thorpe. Together, they watch as several stewards chase Rollo for stowing away on the train. Rounding a corner, Rollo runs right into a group of little people. Seeing he's in trouble, a girl tells him to drop his pack and kiss her. He complies until the stewards pass. A little dumbstruck over so many little people gathered in one place, Rollo is invited to stick with them because they're all off to see the Wizard.

Back at the hotel, when the mini-German spy arrives, our percolating comedy of errors kicks into hyper-drive. Entering the lobby, spying all of the Japanese photographers, Otto's monocle pops off. Thorpe and the Luchows arrive next, with Homer right behind them with the first load of little people. Caught in the wave, Otto is swept along with the others. The Duke is unsettled with all these people about, but Thorpe assures him that he's reserved the entire top floor, so they'll be safe. Outside, Nakamuri (Mako) -- the real spy -- arrives and asks the bellhop if he's seen a midget about. The bellhop smiles, opens the door, revealing a lobby completely inundated with little people, and says take your pick. Then, Annie arrives last with the rest of the extras, and though Henry can find no evidence of their reservations, he promises to help all he can and points out that Thorpe and his small party of three have reserved the entire top floor. Annie catches Thorpe at the elevator, but he refuses to help and is very coy as to why. Overhearing all of this, Mr. Akido is kind enough to offer Annie half of his group's rooms, saying his party can double up. Annie is grateful and tells the curious Akido that all the little people are there to make a movie, and then offers to let him read the script as a sign of thanks if he promises to return it quickly. Akido agrees, and invites Annie to dine with him that evening and he will return it then. 

Later, our entire cast gathers in the hotel's restaurant, where the little people are really whooping it up. At the Luchow's table, the Duchess realizes she's lost her prized pearl and frets very loudly. Sitting nearby, Akido sees that it has fallen into her pâté and says "The pearl is in the liver." Of course, Otto mishears this, due to Akido's accent, as the code. When he approaches, Akido thinks he's one of the actors and mistakes his propaganda-fueled innuendo as being from the script. At another table, Nakamuri watches as Otto slips the secret plans into the script, salutes, then move on. Nakamuri catches up with the little spy, and as he repeats the code, Otto realizes he screwed up and gave the plans to the wrong man. Both men watch as Akido returns the script, and the map, back to Annie, who is too busy to dine with him. He takes her rain-check, and after a quick toast to the film's success, when she moves on to put out another midget-induced fire, Akido suddenly keels over and is dead before his face lands in his food. Taking all this in, Otto and Nakamuri now believe that the girl must be another spy, who killed Akido for the map. Actually, it was the Duke's bumbling Assassin, who accidentally poisoned the wrong glass of wine. As the Axis plots to eliminate her and get the map back, Annie herds her extras out of the restaurant; it's time to get over to the studio to get into make-up and costume for the morning shoot. Mistaken for one of the actors, a reluctant Otto is picked up and carried away by Homer, much to Nakamuri's delight. Soon, the restaurant is empty except for Thorpe, the Luchows, and the deceased Akido, whom the Duke thinks is acting suspiciously. Thorpe investigates, and after determining the man is dead, calls for Henry, who panics, but Thorpe assures him it looks like a heart attack. With Tiny's help, they remove the body. And since he won't be drinking it, Tiny also tries to finish Akido's wine until Henry knocks it away. Alas, Strudel starts to lap up the remaining poison as Thorpe escorts the Luchows out. Unsure of what to do, Henry decides to wait until his uncle gets back before calling the authorities, so for now, he tells Tiny to just put the body in the freezer.

As the night wears on, the Luchow's lose yet another Strudel (-- I think we're up to Strudel the 21st by now.); the bungling Assassin misses yet again, shooting another Japanese tourist, who falls right into Tiny's arms, who then hides the new corpse inside the freezer, too; and when Otto returns, Nakamuri makes fun of his ridiculous costume -- but Otto says it's the perfect disguise to get the script back from the woman. Luckily, Rollo overhears this and tries to find Annie and warn her; but, by now, the hotel has turned chaotic as the little people's party quickly spirals out of control (-- the prostitutes, booze, and toilet paper are freely flowing by now). In Annie's room, the spies make such a ruckus ransacking for the script that the Duke, one floor up, thinks it's the Assassin closing in. Promising to get to the bottom of it, Thorpe is soon knocking on Annie's door. When he gets no answer, he breaks in -- too late, as the spies have snuck out a window. Annie arrives next, mistakes him for a burglar, and attacks. But Thorpe quickly subdues her, winding up on top of her on the bed. He produces his badge, hoping it will calm her down, while she asks if that's his gun in his pocket (-- but wasn't he wearing a shoulder holster? ...Oh, I get it.) When asked if she knows what the burglars might have been after or if anything strange had happened during the day, considering she's been riding shotgun on 150 drunken and rowdy midgets for the past twelve hours, the only possible answer Annie has to that question could be something Rollo said; something about a German film company trying to get their hands on her script. Sounding fishy, Thorpe asks to see the script. After Annie hands it over, Henry enters, begging for help to rein in "the 150 little headaches" that have invaded his hotel who are now on the verge of destroying it. Outside the window on the ledge, Nakamuri and Otto hear all this and determine that Thorpe and the Luchows must be spies as well (-- and we realize that if these clowns were the Axis' best, is it any wonder why we won the war?)

Looking for the party, Rollo and his new girlfriend, Lana (Pam Vance), follow the noise into the kitchen that has been overrun by drunken midgets. They sneak into the dumbwaiter for some privacy just before Annie and Henry arrive and take in the devastation. Promising Henry that the studio will reimburse the hotel for all the damages, Annie then warns all her actors that if they don't settle down and get to their rooms, they'll all be fired. After the kitchen quickly empties, Annie spots someone lingering outside the window and mistakes Otto for Rollo (-- they're wearing the same costume --) and lets him inside. Lucking into his prey, Otto pulls a sword from his cane and demands that Annie turn over the map. Assuming he's just auditioning, she tells him to cool it because he's already got a part -- but with three quick cuts, her dress falls away (-- Wohoo! Princess Leia's gonna get naked! --), leaving only her underwear (-- Ah, well. Wohoo! Princess Leia's almost naked! --), and Annie quickly realizes she's in real danger. Luckily, Rollo was still in the dumbwaiter, and after he sends Lana to find Thorpe, comes to Annie's defense. As the two midgets fight, the younger Rollo manages to get the upper hand -- until Nakamuri arrives and saves Otto, knocking Rollo out. During the confusion, Annie tries to sneak away but they see her and pursue. Annie throws her dress on the steps as a decoy and ducks into the freezer. It works; the spies head up the steps. She's safe, but in the process Annie has locked herself in the freezer, in her underwear, and can't get out.

On the top floor, when Thorpe returns with yet another Strudel, hiding nearby, the Assassin hears the secret knock and plots from the shadows as Lana flies by, screaming for help. Down in the kitchen, thinking it's the spies, Annie screams as someone opens the freezer door. But it's Thorpe, who rushes in to help. She tries to get by him to catch the door, but it slams shut, trapping them. When Thorpe finds the lights, they find the bodies Tiny hid in there. The G-Man offers Annie his coat, but she says they'll be warmer if they share it. As they snuggle, when Annie recounts what happened in the kitchen, Thorpe shows her why. Seems Thorpe found the secret map in her script. Annie can't believe this is really happening. He holds her closer, and the freezing cold finally breaks the ice between the two and they kiss.

Meanwhile, the Assassin uses the secret knock and makes his play. As the last member of his family of Assassins, and since his father didn't kill the Duke's father, he must redeem the family name by killing the last Luchow. Fortuitously, the Duchess enters, temporarily saving the Duke by distracting the killer with some proper introductions, allowing her husband to flee. The Duke calls for Tiny to hold the elevator. Several steps behind him, the Assassin produces a Tommy-gun from his black valise (-- all of his weapons were culled from this bottomless case.). Since the elevator is full of Japanese tourists, the Duke takes the stairs. The elevator door closes before the Assassin opens fire, spraying it with bullets, and when the door opens back up, all the tourists are dead, and Tiny sticks his head out and asserts he could have held the elevator. (Ba-dump-bump.)

Elsewhere, the midget debauchery has gone completely out of control as they destroy the hotel and harass the help; Otis loses his elevator's cable and is compressed in the resulting crash; Henry gets stuck up in a chandelier trying to get a few flying monkeys down; and Tiny is overrun, tied down and staked out by several little females promising him a good time (-- more on this scene later.) Amidst all this, the Duke tries to hide in the hotel barbershop until the Assassin finds him. But before he can kill him, Nakamuri knocks the killer out with one deft chop. Otto then corners the Duke, and when he tells Nakamuri the others will trade the map in exchange for this buffoon's life, the Duke has no idea as to what they're talking about.

In the kitchen, just as things were really *ahem* heating up, Rollo lets Thorpe and Annie out of the deep freeze. Then, Thorpe officially deputizes Rollo and tells him to round up some help to look for the spies, while he escorts Annie to her room for a change of clothes. After Annie gets dressed, they hear the Duchess calling for the Duke and corral her; seems there really was an Assassin after them. Told to wait in the room, the Duchess can't sit idly by and leaves to look, too. Annie goes with her, and when the women spy Strudel pawing at the barbershop door, they assume the Duke is hiding inside, enter, and are captured. With three down and one to go, Otto sets the bait again by letting the dog back out. Soon enough, Thorpe hears Strudel barking, and once captured, the Axis spies demand the map under penalty of death. Thorpe refuses -- even though Otto thrusts a revolver into his family jewels and threatens to "blow his brains out!" But Thorpe still refuses to cooperate until Otto threatens to skewer Annie. Confessing that he hid the map in Strudel's locket, who Otto let go, Nakamuri rages at the little Nazi's blundering and tells him to find the dog or he'll die, too, along with everyone else. With that, Otto chases the uncooperative dog through the lobby, where Rollo is trying to rally the unbelieving midgets into a posse. When Lana spies Otto and raises the alarm, this triggers a midget stampede that chases Otto, who's chasing Strudel, across the street and onto the movie lot.

Back in the barbershop, the Assassin recovers and aims his gun at the Duke. Nakamuri sees this and aims his camera at the Assassin, who assumes he's getting his picture taken and strikes a pose -- but the camera is really a spy-gun. As both men fire, Thorpe knocks the Duke out of the way, and the killers manage to shoot each other dead. As the Duke and Duchess embrace, in total shock that the Assassin saved their lives, one of the midgets reports to Thorpe that they've chased the Nazi spy over to the movie lot. Thorpe and Annie leave the hotel just as Henry's uncle returns (-- who also fell victim to the midget stampede --) and finds his hotel in ruins. Our couple then follows the swathe of destruction the midget posse left in it's wake through the lot. Somewhere ahead of them, the chase spills onto the Gone With the Wind set, where Otto is currently searching for Strudel underneath Vivian Leigh's bustle. Chasing the dog in circles under the skirt, Otto finally emerges, triumphant, holding the locket. From the side, an amused Clark Gable watches the chaos and suggests they keep this scene in the picture.

Commandeering a truck, Otto tries to escape, but Rollo steals a buckboard, whips the horses to a gallop, and tries to keep up. Behind them, Annie spies Strudel running around the Emerald City set and chases after him. Thorpe yells at her to wait, he tricked the spies and had the map all along. He pulls it out to show her but it's windblown out of his hand. He goes to retrieve it just as Otto circles back and realizes the locket is empty. He spies Thorpe and tries to run him down but misses. Meanwhile, still in hot-pursuit, Rollo has basically become irrelevant for the rest of the ride because he's lost the reins. The wagon is a runaway, and then the team breaks loose, leaving Rollo to rocket right toward Emerald City. As Annie screams for him to turn, Thorpe tackles her out of the way as the wagon crashes into the Emerald City gates and it all collapses in a heap on top of them ... Okay ... Whoever didn't see the next scene coming needs to turn in their movie stubs and reevaluate their lives ... When the smoke clears Rollo wakes up back in Kansas. Turns out it was all dream while he was unconscious after the fall from the roof. All of his friends were in the dream (-- and you were there, and you, too ... hell, even I was there --); Tiny and the Assassin, who's really the town doctor, complete with a black medical bag; the Duke and Duchess are really the store's humble owners; Henry's there, too, but is a minister who plans to open the Rainbow Mission; Annie's there, as well, and engaged to Thorpe, who asks if Rollo's ready to travel ... They head outside where Homer is waiting for him. Seems he's in charge of a busload of little people heading for Hollywood to shoot The Wizard of Oz. Inside, Rollo finds Otto, who's an agent -- a theatrical agent, who promises him fame and fortune. Even Nakamuri's there and takes a snapshot of everyone before Rollo leaves. When Rollo boards the bus, he promises to return for the Thorpe's wedding. Then they all wave goodbye as the bus crawls onto the highway and heads west toward the sunset.

The End

I had a friend back in college, Endless Dave, who believed that any movie that had a midget in it automatically made it a great film -- or increased it's likeability factor x10. So a film with 150 little people has to be outstanding right? Uhm, well ... I, uh, yeah.

I remember dragging my mom to the theater to see Under the Rainbow back in 1981. I thought it was funny then, I was eleven, but after nearly two decades of political corrective brainwashing one tends to cringe while watching it today. I still think it's kinda funny, but can understand why it offends some. To those people I say, lighten up.

There are plenty of subtle and not so subtle hints that the film is all a dream. A farcical comedy of errors -- and it is a farce and not a spoof. How do I know this? Well, the difference between a farce and a spoof is that, in a farce, someone, usually female, always winds up accidentally spending a good portion of the production in the buff -- the biggest impression this film made on me had to be the scene in the kitchen when Carrie Fisher winds up in her underwear. (See! It's a farce.)  And it was during these scenes that a certain little Jedi first experienced some non-comic code approved biological urges. (Yes, I admit it, I'm a pig.)

*sigh*

I think Fisher might still have been under the influence during this production, and Chase was just coming off Oh, Heavenly Dog and was still a year away from becoming Clark Griswold for all eternity. Chase's film career is spotty at best but, honestly, he does nothing to embarrass himself here. He's best when he's allowed to deadpan, and he pulls it off here without relying on the smug "I'm Chevy Chase and you're not" shtick.

The movie is blessed with great supporting cast; especially Arkin and a slew of genre veterans like Mako, Mahre, Arden and Donner -- who is one of "those guys" that's in everything but you have no clue as to what his name is. Amongst the little people, you'll spy Phil Fondacaro, who's everywhere in horror films today, and Zelda Rubenstein, who soon took up spiritual cleansing of Poltergeist infested houses over the next few years. The film's acting highlight, though, is the performance of the great Billy Barty as Otto. I love Barty as a comedic actor, not just a little person. Normally relegated to, forgive me, small bit parts, this role really let's him shine.

Checking the credits shows Pat McCormick had a hand in the script for this movie. Now, McCormick has a long history in comedy and wrote for The Tonight Show and Get Smart, but he's probably best known for playing Big Enos to Paul William's Little Enos in the Smokey and The Bandit films. Over my long and storied career of watching fringe cinema, I've been privy to several *ahem* stripper competitions on tape, and on more than one occasion McCormick has served as the lecherous MC. There are plenty of dirty and tasteless sex jokes that fly by in Under the Rainbow, mostly from McCormick's character (-- and most of them involving sheep.) They're funny but somewhere, in the back of my brain, a little voice tells me that McCormick wrote this film just as an excuse to get tied up by a bunch of female midgets. 

I'm probably wrong, but watch in later scenes when he's tied down and his bowler hat *ahem* strategically covers his crotch area; then cringe like I did.

The film does take a lot of heat these days from many fronts. It promotes racial stereotypes, has PETA in a knot for frivolously killing off dog after dog for laughs, and doesn't show little people in the best of lights. If it offends you, fine, don't watch it. Since I enjoy the film does that make me a bad person? Fine. Then I'm a bad person. But seriously, Under the Rainbow is a pretty frivolous affair and not really worth the effort of protesting against. And if we can get beyond that, the plot, even though it's predictable, is quite ingenious on how all the threads wind together without strangling each other as they all thunder on, hell bent for the climax. Twenty years of Wizard of Oz parodies on sit-coms and other TV shows have stolen a lot of the film's thunder, but there are still laughs to be had if you can check your PC ego at the door.