[7.6/10] It’s hard for me to fathom what the pitch for this movie was. It starts out with a sober sequence where a gray-haired Cary Grant, playing a seasoned naval officer, wistfully surveys the first ship he ever commanded, before flashing back an attack shortly after the bombing of Pearl Harbor. And then...it quickly becomes a loony farce about creative “scavenging”, the effects of women temporarily joining the crew, and a bright pink submarine attracting all the wrong types of attention. And yet, somehow, it works! Maybe it’s just a tribute to tone. Director Blake Edwards (of *Pink Panther* fame) turns the entry of the United States into World War II and a ramshackle sub trying to make it to the fight into an escalating series of goofy schemes gone sideways but successful and a bunch of “battle of the sexes”-style character comedy. The war becomes little more than a backdrop for the screwball energy of the picture, with the playful camaraderie of the sailors, and the humorously conflicting wanting and wishes of the other passengers, quickly taking center stage. But maybe it also speaks to the clarity of conflict and character in what is, admittedly, a very silly movie. While each new caper and ploy reaches a new level of comic exaggeration, Edwards and writers Maurice Richlin and Stanley Shapiro do a stellar job at laying out the mission, the threats, and the essential goals and motivations of the major characters. Grant plays Lt. Commander Sherman, the senior officer who wants his newly-christened ship, which was nearly sunk in the bombing, to be fixed up and able to see combat like she was intended to, no matter what he has to do to get her repaired and ready for action. Grant plays the role perfectly, nicely balancing the need for a straight man senior officer to look askance at all the nonsense happening on the ship which threatens that mission, while also having a sly sense of humor and slick methods of persuasion of his own, which greases the wheels of the humor and helps make him more likable through his willingness to get in the muck too. His counterpart is Tony Curtis as Lt. Holden, a social climber from the wrong side of the tracks who’s never read the submarine manual but knows how to use his particular brand of con artistry to obtain whatever his captain and shipmates need. Curtis brings a rakish charm to the role, whose rule-breaking, skirt-chasing, money-seeking efforts to color outside the line cause plenty of trouble aboard the USS Sea Tiger, but also help the crew get out of more than one jam, while usually causing one more loopy complication in the effort. The film soars on the backs of those complications. While occasionally *Operation Petticoat* takes the implausibility a bridge too far, watching Holden and his crewmates pilfer the local supply depot and escape capture in the guise of a new “black out” protocol, or trick the local army men into trading in vital equipment for chips at a rigged casino, or even just the mixing the red and white undercoat that gives the sub its new pepto bismol look, makes for a fun series of amusing setups. Still, what makes those work best is the film’s sense of humor and strong character dynamics. Having steady-as-she-goes Sherman as the consummate officer has to deal with the “con my way into whatever I can get” Holden as the former naval “recreation director” lets Grant and Curtis play off of one another well. The dialogue has plenty of laugh-worthy barbs and witty back-and-forths that make these old comedies fun. And while the rest of the crew is barely developed, they have enough personality and quirks to make for a fun greek chorus during the ship’s travels. Of course, this is a movie made in 1959, so there is a fair amount of values dissonance that a modern viewer has to compartmentalize to be able to enjoy the film. *Operation Petticoat*’s depiction of the local residents of the South Pacific is, shall we say, less than ideal. It largely portrays them as informers, shady accomplices, witch doctors, pig farmers or other mute/regrettable roles. And yet, there’s a strange sort of for-its-time progressiveness at play. Despite Sherman’s skepticism, the witch doctor’s blessing seems to be what gets the ship moving and arguably keeps it safe through the trip. The callousness of Holden stealing a pig from a local farm is matched by Sherman deciding turnabout's fair play and letting the farmer raid Holden’s bunk (albeit while speaking to him in broken spanish for some reason). Even the locals’ complicity in Holden’s rigged casino is matched by them participating in the scheme only after he’s promised them that they can get their women and children onto the sub and off the soon-to-be bombing target of a port of call. You’d never call the movie’s representation of the area sensitive or laudable, but there’s at least a recognition of their humanity which is a minor salve. The same goes for the movie’s treatment of its female characters. On the one hand, it plays with a lot of dog-whistling tropes when the women officers come aboard, and isn’t above fratty comedy in that vein. The movie can’t resist slapping together a series of ridiculous meetcutes and come-ons that end with the major characters paired off almost by fiat. And then there’s Holden’s pursuit of Lt. Duran which is, at best, uncomfortable (with shades of Dennis Reynolds discussions of “the implications), and is at worst, utterly distasteful, with Holden basically forcing himself on Duran and Duran taking the blame saying she “encouraged” him. But at the same time, it’s also strangely a movie about these women being capable equals in all of this. The army women's commanding officer turns out to be a sharp-eyed machinist who can fix the ship’s problems just as well as the ship’s engineer. Their profession as nurses turns out to be vital when pregnant women are brought aboard. Even Duran shows backbone and a self-possessed confidence when Holden reveals he’s engaged and she’d rather swim back to the ship than spend another minute with him. Again, none of this is perfect, and plenty of the movie’s take on gender dynamics is retrograde, but there’s also a subtle streak of progressivism lurking beneath it all, however misapplied it may be in places. Nevertheless, part of what makes the movie work despite those uncomfortable elements is how well it’s shot. For an irreverent farce, director of photography Russell Harlan shoots it like a real war film, and it’s a joy to look at. His sweeping shots of the ship, whether in port, sounding through the ocean, or under fire, are beautiful. He finds interesting compositions and framings within the ship to dress up what is an understandably drab set. And his cameras linger long enough to capture the goofiness of Holden chasing around a pig, or a senior officer walking into his office and discovering it’s been all but stripped for parts, or a crowd of sailors hooting in a row at the bright pink vessel. Such a writerly comedy could have easily gotten by on a more basic shooting approach, but Harlan does the movie one better and makes it a cinematographic treat. That may be the overall theme of *Operation Petticoat* -- things that really shouldn’t work but which somehow, almost miraculously do through pluck and charm and bulkheads held together with bubblegum. I don’t know whose idea it was to make an over-the-top, roundly farcical, “women on my ship?!” character comedy, out of a broken down sub going to war and nearly breaking down at every turn. But like the USS Sea Tiger, it makes the journey successfully, albeit with more than a few bumps in the road.