Ziegfeld Follies (MGM) is a 1946 Hollywood musical comedy film, directed by Roy Del Ruth and Vincente Minnelli, starring many of MGM leading talents, including Fred Astaire, Lucille Ball, Lucille Bremer, Judy Garland, Kathryn Grayson, Lena Horne, Gene Kelly, James Melton, Victor Moore, William Powell, Red Skelton, and Esther Williams. It also featured Fanny Brice, the only cast member to have actually starred in the original Ziegfeld Follies.

Producer Arthur Freed wanted to create a film along the lines of the Ziegfeld Follies Broadway shows and so the film is composed of a sequence of unrelated lavish musical numbers and comedy sketches. Although produced in 1944-45, it was released in 1946, to considerable critical and box-office success.

Original director George Sidney (II) quit after one month of filming and was replaced by Vincente Minnelli.

The initial version shown to preview audiences in 1944 was almost 3 hours long.

Cut from film: - Musical number "If Swing Goes, I Go Too", directed by George Sidney (II), danced and sung by Fred Astaire. - Musical/comedy number "Start Off Each Day with a Song", directed by Charles Walters, performed by Jimmy Durante. - Musical number "A Cowboy's Life", directed by Merrill Pye, sung by James Melton (I). - Musical number "Liza", directed by Vincente Minnelli, sung by Avon Long to Lena Horne. - Comedy sketch "Baby Snooks and the Burglar", directed by Roy Del Ruth, performed by Fanny Brice. - Comedy sketch "Death and Taxes", directed by Vincente Minnelli, performed by Jimmy Durante and Edward Arnold (I). - Musical number "We Will Meet Again in Honolulu", directed by Merrill Pye, sung by James Melton (I). The Esther Williams (I) water ballet from this number was retained in the film. - Finale musical number "There's Beauty Everywhere", directed by Vincente Minnelli, sung by James Melton (I), danced by Fred Astaire, Lucille Bremer and Cyd Charisse. A fragment with Charisse was retained in the re-shot finale.

Among the ideas planned in the film, but not used, included: - A take-off on the musical "Lady in the Dark" with Judy Garland (I), Mickey Rooney (I) and Fred Astaire. - A minstrel number with Garland, Rooney, Astaire, Lou Holtz (I) and Nancy Walker (I). - An "Album of Familiar Songs" medley with Garland, Marilyn Maxwell, 'Eddie 'Rochester Anderson, Lena Horne, and Kathryn Grayson. - A "Firehouse Chat" sketch with Garland, Lucille Ball and Ann Sothern. - A "Reading of the Play" sketch with Garland and Frank Morgan (I). - "It's Getting Hot in Tahiti" with Garland. - A "Fairy Tale" sketch with Katharine Hepburn, 'Margaret OBrien (I) and 'Jackie 'Butch Jenkins. - "I've Got Those Rooney/Pidgeon/Skelton Blues" with Garland, Ball and Greer Garson (in a number they'd concocted on a war bond train) moaning about their frequent co-stars. - "Pass That Peace Pipe" with Garland, Ball, June Allyson, Robert Walker (I), Gene Kelly (I), Rooney and Charles Walters (the song was later used by Walters when he directed Good News (1947)). - "Sand", a sketch with Garland and Astaire in blackface. - "Children's Park", where various MGM stars (including Hepburn, Garland, Walter Pidgeon, Basil Rathbone, Tom Drake (I) and Esther Williams (I)) ride on swings. - "I Love You More In Technicolor Than I Do In Black and White", where Garland turns down dates from John Hodiak, Van Johnson (I) and John Craig (I) to rekindle with Rooney. - James Melton (I) suggested he should do a number with either Garland or Grayson.

The horse ridden by Lucille Ball is the Lone Ranger's Silver (IV).

The "Great Lady" sketch was written as a self-parody intended for Greer Garson, but she refused to do it.

One of only two films in which Gene Kelly (I) and Fred Astaire danced together. The other was That's Entertainment, Part II (1976).

"The Babbitt and the Bromide" was a sketch taken from the original score of the Broadway musical "Funny Face" and intended for Fred Astaire and Adele Astaire.

The idea for the film had been in discussion at MGM since 1939, but work did not begin until 1943.

Charles Walters staged Judy Garland (I)'s "The Interview" number.

Filmed in 1944, not released until 1946.

At the beginning of the "Bring On The Beautiful Girls" number several older women are shown. These were women who had actually appeared in the original Ziegfeld Follies on stage.

Fanny Brice's final film.