Make Way for Tomorrow (1937): McCarey’s Heartbreaking Melodrama about Aging and Family

The great Orson Welles said of  Leo McCarey’s brilliant melodrama, Make Way for Tomorrow, “It would make a stone cry,” expressing his enthusiasm for a largely underestimated gem in American film history.

Our Grade: A (***** out of *****)

Artistically, 1937 may have been the best year in McCarey’s career, in which he also made one of the best American screwball comedies, The Awful truth, for which he won his first Best Director Oscar.

Make Way for Tomorrow
Make Way for Tomorrow (1937 poster).jpg

Theatrical release poster

McCarey considered it to be his finest film. Upon receiving the Oscar for The Awful Truth, he said “Thanks, but you gave it to me for the wrong picture.”

Taking risks, McCarey centers to film on an elderly couple (Victor Moore and Beulah Bondi) who are forced to separate when they lose their house and none of their five children will take both parents.

One of the great unsung Hollywood masterpieces, an enormously moving Depression-era depiction of the frustrations of family, aging, and the generation gap.

The film was written by Viña Delmar, from a play by Helen and Noah Leary, which was in turn based on the novel The Years Are So Long by advice columnist Josephine Lawrence.

Barkley “Bark” (Victor Moore) and Lucy Cooper (Beulah Bondi) are an elderly couple who lose their home to foreclosure; Barkley has been unable to find employment because of age.

They summon four of their five children (the fifth lives California) to break the news and decide where they will live.

Only one child, Nell (Minna Gombell), has enough space for both, but she asks for three months to convince her husband. In the meantime, the temporary solution is for the parents to split up and each live with a different child.

The two families soon come to find their parents’ presence bothersome. Nell’s efforts to talk her husband into helping fail, and she reneges on her initial promise.

While Barkley continues looking for work, he has no prospect of success. When Lucy continues to speak optimistically of the day he will find work, her teenage granddaughter bluntly advises her to “face facts”–it will never happen. Lucy  replies by saying that “facing facts” is easy for a carefree 17-year-old girl, but that at Lucy’s age, the only fun left is “pretending there ain’t any facts to face, so would you mind if I just kind of went on pretending?”

Both host families look for a way to get the parent out of their house. When Barkley catches a cold, his daughter Cora (Elisabeth Risdon) seizes upon it as a pretext to assert that his health demands a milder climate, calling for a move to California to live with his daughter Addie.

Meanwhile, son George (Thomas Mitchell) and wife Anita (Fay Bainter) begin planning to move Lucy into a retirement home. Lucy accidentally finds out, and to make it easy for George, claims it’s a good idea. Barkley resigns himself to having to move away, though he too is aware of his daughter’s true motivation.

On the day Barkley is to depart by train, he and Lucy spend one last afternoon together before having a farewell dinner with the four children. They enjoy reminiscing about their happy years, even visiting the same hotel in which they had stayed on their honeymoon 50 years ago.

Their day is made pleasant due to the kindness of strangers they they encounter, who, enjoy their company and treat them with deference and respect, in contrast to the treatment they get from their biological kins.

Barkley and Lucy decide to continue their wonderful day by skipping the farewell dinner and dining at the hotel instead; when Barkley informs their daughter, it prompts introspection among the children.

Son Robert (Ray Meyer) admits that they are “probably the most good-for-nothing bunch of kids ever raised, but it didn’t bother us much until we found out that Pop knew it too.” George notes that it is now so late in the evening that they won’t even have time to meet their parents at the train station to send off their father. He deliberately let the time pass until it was too late because he figured their parents would prefer to be alone.

Nell objects that if they don’t go to the station, their parents “will think we’re terrible,” to which George replies, “Aren’t we?”

At the train station, Lucy and Barkley say their farewells to one another. Barkley tells Lucy he will find a job in California and then send for her; Lucy is sure he will do so. They offer each other a final goodbye, “just in case” they do not see each other again because “anything could happen.”

Each reaffirms lifelong love, expressing unspoken acknowledgment that it is certain to be their final moment together.

Make Way for Tomorrow is one of Hollywood’s truest and purest melodramas, all the way to its unflinching ending, which McCarey refused to change despite studio pressures. In the last, heartbreaking scene, Barkley boards the train, and after waving to each other, Lucy turns away.

The end credits roll as the song “Let Me Call You Sweetheart” plays out on the soundtrack.

The movie opened on Mother’s Day, but quite disappointingly, it proved to be a commercial failure.  The studio had tried various ad campaigns, none too effectively. One tag line read: “Is Your Old Man a Crab?”  Another: “Going to Get Married?” Note above the deceptive and misleading theatrical poster, which emphasizes the younger persona, which in this film are secondary (for a change)..

It took another generation of critics to elevate the stature of the film beyond its initial perception as a sappy melodrama about and for older people.

Critical Status

The film provided an inspiration for the script of Tokyo Story (1953), Yasujirō Ozu’s Japanese masterpiece.

In 2010, it was selected for preservation in the United States National Film Registry by the Library of Congress as being “culturally, historically, or aesthetically significant.”

Documentary director Errol Morris named it his #1 favorite film, noting, “the most depressing movie ever made, providing reassurance that everything will definitely end badly.”


Victor Moore as Barkley “Pa” Cooper
Beulah Bondi as Lucy “Ma” Cooper
Thomas Mitchell as George Cooper, Barkley’s and Lucy’s son
Fay Bainter as Anita Cooper, George’s wife
Barbara Read as Rhoda Cooper, George’s and Anita’s daughter
Maurice Moscovitch as Max Rubens, the Jewish shopkeeper and Barkley’s friend
Elisabeth Risdon as Cora Payne, Barkley’s and Lucy’s daughter
Minna Gombell as Nellie Chase, Barkley’s and Lucy’s daughter
Porter Hall as Harvey Chase, Nellie’s husband
Ray Meyer as Robert Cooper, Barkley’s and Lucy’s son
Ralph Remley as Bill Payne, Cora’s husband
Louise Beavers as Mamie, maid of George and Anita
Louis Jean Heydt as Barkley’s doctor


Directed by Leo McCarey
Produced by Leo McCarey, Adolph Zukor
Screenplay by Viña Delmar, based on The Years Are So Long, the 1934 novel by Josephine Lawrence and play of the same name by Helen Leary and Noah Leary
Music by George Antheil, Victor Young
Cinematography William C. Mellor
Edited by LeRoy Stone

Production and distribution: Paramount Pictures

Release date: May 9, 1937

Running time: 92 minutes