Vincente Minnelli had been interested in making a surrealist musical since his days as a Broadway set designer and director. After he saw successful stagings of “Four Saints in Three Acts” (with libretto by Gertrude Stein) and “Pins and Needles” (starring members of the International Ladies Garment Workers Union), he was convinced he could make it work. In 1938, he tried to woo musical comedy star Bea Lillie to take the lead role in a “surrealist revue” he titled “The Light Fantastic”. In a letter to Lillie, quoted in Minnelli’s autobiography, he wrote, “It sets out to prove that the world today is completely screwy. A surrealist fantasy set in jig time.” The project was shelved, and he moved on to direct “Very Warm For May”, the first Jerome Kern-Oscar Hammerstein collaboration in eight years.

Once in Hollywood, and flush with studio goodwill off the hits Meet Me In St. Louis (1944) and The Clock (1945) (he had also directed the majority of the revue-style Ziegfeld Follies, which the studio tinkered with until ’46), he finally put his “Light Fantastic” inspiration into action, resulting in Yolanda and the Thief (1945), one of the strangest and most enchanting films ever released by a Hollywood studio. Released earlier this year on DVD by the Warner Archive, Yolanda and the Thief  is also screening at the Brooklyn Academy of Music in October, as part of a complete retrospective of the director’s work (presented along with the Locarno Film Festival).

The genesis of Yolanda did not begin with Minnelli, but with children’s author Ludwig Bemelmans, the creator of the Madeleine series. In July, 1943, he co-wrote a fanciful short story called “Yolanda and the Thief” for Town & Country magazine with Jacques Thery. Producer and songwriter Arthur Freed purchased the rights the same year, and installed Bemelmans in an office at MGM to hash out a script from the material. He produced a treatment, but it went through three more rewrites before a fourth draft by Irving Brecher was accepted.

In the fantastical South American Ruritanian country called Patria, a beautiful heiress named Yolanda Aquaviva (Lucille Bremer) will inherit the family fortune and the defacto throne on her 18th birthday. Raised in a Catholic orphanage, she is naive in  the dirty ways of the world, and Johnny Riggs (Fred Astaire) takes full advantage. He overhears Yolanda praying to her guardian angel, and so Johnny pretends to be the embodiment of this protective spirit. Yolanda immediately believes his schtick, and is soon convinced to sign over power of attorney to this sweet-faced con artist. Johnny’s heart may be as soft as his shoes, and he’s not sure if he can go through with the theft…

Lucille Ball was originally slated for Yolanda, but after Minnelli was hired, Lucille Bremer took the role, since she had worked well with the director as the older sister in Meet Me In St. Louis. While he had little involvement in the scripting process, Minnelli immediately went to work on the visual design, which pulls from a dizzying array of influences and styles, from children’s picture books to Salvador Dali. Minnelli wrote that “I tried to get the quality of Bemelman’s books and illustrations, a curious mixture of worldliness in high places and a primitive naiveté, using his sometimes crude prism colors right out of a child’s paint box and combining them with beautifully subtle monotones.”

No concession is made to realism, with the waking sequences as garish and artificial as the centerpiece dream ballet. The opening sequence includes plastic ferns, papier-mache rock formations, a llama, and children sitting in green, yellow and red robes with a pinkish-orange sunset matte-painting beckoning them to greater flamboyance. This transitions to the orphanage, in which a parade of red-dressed, black hatted girls add skipping accents to a regal castle edifice. The nuns, in contrast, are in a dull blue-gray, building blocks of the building itself.

When Yolanda first appears in her family’s palace, out of the orphanage’s garb for the first time, she wears a simple cream-colored dress, which brightens the grays of the marble and fading murals. Her dotty Aunt Amarilla (a sublime Mildred Natwick, “Do my fingernails and immediately bring them to my room”) greets her wearing a blue-gray shade similar to that of the sisters, again blending into the background, part of the institution.

Yolanda’s next outfit is worn to visit Johnny for the first time, whom she believes to be an angel. Appropriate to such a worshipful occasion, she wears a black lace number, with a veil-like mantilla . A white rose adds a pop of contrast. In order to convince her of his otherworldliness, Minnelli shows Johnny arranging his own lighting, angling a lampshade so the rays seem to emit from his forehead. Positioned in front of heavenly mural behind him, he is a picture of vain celebrity, but Yolanda falls for the ruse, and also, Minnelli winks, he hopes we fall for his technical tricks.

The dream ballet is where Minnelli is fully allowed to display his Surrealist influences, with a Dali-esque landscape the setting for irruptions of unconscious illogic. The sequence begins in what looks like the film-world’s reality, as Astaire walks down the town’s main thoroughfare. The first puncture of this reality occurs when Astaire is asked for a cigarette. It’s the same rumpled man who had asked earlier in the film, but Astaire obliges anyway. After he lights one, a third hand appears from the blackness, cig in hand. He lights it, but more hands appear, until there are six arms sharing puffs from one mouth. The coins he had flipped to some street urchins start falling from the sky in rhythmic patterns, as the street set disappears for one streaked with lines of gold. Washerwomen in flame red skirts (recalling the orphanage outfits) ensnare him in reams of white laundry, as the rhythm set by the coins continues.

Echoing the reams of white fabric, a figure emerges from a pond, fabric flowing up and around her, as if in her own personal hurricane (this is a reversed image of Bremer walking backward into the water). She leads him into a desiccated Dali landscape of mutated white clumps and bare trees looming over an empty space, leading nowhere. Minnelli: “I wanted to suggest South American baroque without actual architectural forms, and used a series of rock formations in fantastic shapes.” Astaire removes the drapery of Bremer’s body, revealing her face. She is again wearing a cream-colored dress, as in her first, welcoming, arrival. The fabric that entangled him, he is able to free her from. It is a dramatization of Johnny’s fears of entrapment and attraction, visualized in spare, haunting landscapes.

This wildly imaginative sequence is a logical extension of the fantastic real world, and, as Jane Feuer wrote in hThe Hollywood Musical: “The transition to the dream in Yolanda is one instance of a play on the boundaries between fantasy and ‘reality’ which  informs the entire film. It is through cinematic technique that the boundaries between worlds are able to be blurred, placed en abime.”

Audiences were not receptive, and according to the AFI Catalog, Yolanda and the Thief  lost $1.5 million on its initial release. Minnelli muses that “much of the public couldn’t accept a simple story in an avant-garde setting.” Likely so, but it should be appreciated now in its oneiric Technicolor glory. Minnelli, a humble sort, should have the last word: “Film buffs say the picture was ahead of its time. I like to think so.”