At first rather annoying in its heavy emphasis on reenactments, this movie ultimately proves fascinating, simply because the complicated, highly dramatic tale it tells still almost defies belief.

It is an exhilarating, distressing, funny and profound film, with one of the more memorable film scores in years,

This movie feels like it was made purely to piss off people who want good shows

This is a dark and sometimes deeply uncomfortable drama

I'm referring to the audience and the women who love the men in the ring of course. The story starts in the early 1900's when the senior Palooka (Robert Armstrong) was champ and his wife (the ultra tough Marjorie Rambeau) caught him in a compromising position with a prize-fighting groupie (Thelma Todd). Kicking him to the curb, she doesn't expect their infant son to grow up to be in the same profession, but cut 30 years, and young Joe Palooka (Stuart Erwin) does exactly that after an encounter with boxing manager Jimmy Durante during which time he knocks out a current champ. Heading off to the big city without his mother's knowledge, he ends up one of the top fighters, and after beating up a challenger (William Cagney), he wins over Cagney's girl (Lupe Velez) and heads towards the championship much to his mother's chagrin.Between groupies Todd and Velez and fighting wife Rambeau, the women are just as prepared for a fight as the men in their lives. In fact, Rambeau walks out on Armstrong with no words unspoken, even giving her rival something she'll never forget. Velez isn't the tough cookie of the "Mexican Spitfire" series she did years later, but she's certainly more scheming and even gets to perform a nightclub number. Durante gets to perform a drunken version of "Inka Dinka Doo", his signature song. The lovable Louise Beavers plays Rambeau's housekeeper, commenting on country life, "The only rooster I want to see is a black one walking down Lennox Avenue towards me". Fast-moving and witty, this also has several moral lessons about the issues of what it takes to be a prize- fighter. You may confuse William Cagney with a certain other actor with the same last name with good reason.

Based on Ham Fisher's famous comic strip boxing hero… A flashback opening reveals middleweight Stuart Erwin (as Joe Palooka) was left with mother Marjorie Rambeau (as Mayme) by womanizing champion father Robert Armstrong (as Pete)… Twenty years later, Ms. Rambeau holds her years well. But, son Erwin seems to have aged an extra decade. Still, Erwin enters the ring, after being admired fighting by manager Jimmy Durante (as Knobby Walsh). Mr. Durante pushes Erwin into action, promoting him as the new "Palooka" (after his famous father).Erwin wins the championship crown from William Cagney (as Al McSwatt), who is disadvantaged by arriving drunk for the title bout. Erwin also wins Mr. Cagney's hotsy-totsy girlfriend Lupe Velez (as Nina Madero). All of this puts yokel Erwin on the fast lane, upsetting mama and home-town sweetheart Mary Carlisle (as Anne). Note that "Reliance Pictures" makes Bill Cagney up to look exactly like his big brother, James "Jimmy" Cagney. Ms. Velez wears some eye-popping low-cut gowns. And, Durante introduces his top ten hit "Inka Dinka Doo".**** Palooka (1/26/34) Benjamin Stoloff ~ Jimmy Durante, Stuart Erwin, Lupe Velez, William Cagney

Wow. PALOOKA might have just about every boxing cliché known to films, yet somehow it manages to be very likable and a great film for lovers of old B-movies. Much of this is because the dialog hums and the stars do the most with the material.Stu Erwin plays Joe Palooka--a farm boy who is discovered by a boxing promoter (Jimmy Durante) and becomes a nation-wide sensation. Erwin is good as a country boy though he is an odd choice to play the title character. In the comic, Joe was a heavyweight boxer but Erwin is pretty scrawny--and far from physically imposing. Despite the odd casting, Erwin is pretty good. Plus, able supporting characters help his performance quite a bit.I am surprised to admit this, but probably the best actor in the film was Jimmy Durante. In the past I have been HIGHLY critical of some of his films, though the fault wasn't entirely Durante's. MGM foolishly paired him with Buster Keaton in sound films--even though Keaton's style was the polar opposite of Durante's. Keaton was a silent comic and Durante was brash and loud--very, very loud! Here, however, his insanely loud and dynamic persona actually works--much like it did in Hollywood PARTY. I liked how he constantly poked fun at himself and the ending with him and his new wife was wonderful--you just have to see it to believe it.As for the plot, there are so many familiar plot elements--the bad woman who turns Joe's attention away from his virtuous girlfriend and boxing, the mother who is determined that her son won't throw his life away in the ring, the estranged father, etc., etc., etc.. Yet, despite all this it is also highly entertaining and fun throughout. A very good B film that is more enjoyable and fun than its score of 6 would usually indicate.

This film is a great pre production code period piece. It would have been severly censored just a short time later. Durante is unique and defines the word manic. Oddly in his body language he often remind me of Woody Allen and there is some slight physical resembalance as well.Also, speaking of look alikes, we must include James Cagney's brother who plays McSwatt. I noticed this before I realized who the actor was . Were he to do a vocal immitation the effect would have been complete. I wonder if he was ever tempted to do so. After all Bob Crosby in his early recordings was clearly immitating brother Bing. All in all nicely done and well worth watching.