It’s the first day of school at St. Francis Girls Academy, and a new batch of students is arriving at any minute. St. Francis is run by a very strong-willed Mother Superior (Rosalind Russell) who is used to having things her way. But she may have met her match in the headstrong and independent Mary Clancy (Haley Mills) and her newfound friend, Rachel Devery (June Harding).

Rachel and Mary meet on the train to St. Francis and immediately become friends. Mary’s parents have recently died and she was sent to live with her divorced, playboy uncle George Clancy (Kent Smith). He in turn has sent Mary to St. Francis in the hopes that the nuns can keep her out of trouble. He also has sent his own daughter, Marvel-Ann (Barbara Hunter), Mary’s cousin, to St. Francis. Marvel-Ann and Mary do not get along and subsequently Marvel-Ann becomes Mary’s plaything for torture. Rachel’s parents, however, are sending her to St. Francis after having been enrolled in a progressive school and, as it turns, because of that, her education is sadly lacking.

Mary, easily bored and ready to rebel at the drop of a hat, comes up with an endless series of ‘scathingly brilliant ideas’ designed either to amuse her and Rachel, torture Marvel-Ann, or in some way help them get ahead. Rachel, who would never come up with such ideas on her own, is delighted to go along with them.

The duo starts right away by convincing several of the girls to join them in giving fake names to the sisters that register them. Future escapades include guided tours of the nuns' living quarters; illicit cigarette smoking in the girls room as well as in the basement that brings about the fire brigade, replacing sugar with soap bubbles, and many other ‘scathingly brilliant ideas’. Several times the Mother Superior is on the brink of expelling the girls, but she relents, knowing something of their home lives and that they will benefit from the more nurturing environment of the school.

Eventually Rachel grows tired of always being the odd girl out while Mary becomes more aware of certain events pertaining to the sisters themselves, to the point where antagonism begins to turn almost begrudgingly into respect and then admiration and by the end of the film, the girls have indeed grown, and Mary, in particular, has developed a special love for St. Francis.

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“The Trouble with Angels” was based on the memoir, Life with Mother Superior by Jane Trahey about her own high-school years at a Catholic school. Many of the incidents mentioned in the book were actually based on Trahey's experiences. The character of Mary Clancy (Mills) was based on Jane's actual friend, Mary, who later became Sister John Eudes.

Director Ida Lupino was a trailblazer for women in the film industry. In the mid-1940s, while on suspension for turning down a role, Lupino became interested in directing. She described herself as being bored on set while "someone else seemed to be doing all the interesting work." She and her husband Collier Young formed an independent company, The Filmakers, and Lupino became a producer, director and screenwriter of low-budget, issue-oriented movies. Her first directing job came unexpectedly in 1949 when Elmer Clifton suffered a mild heart attack and could not finish “Not Wanted”, the film he was directing for Filmakers. Lupino stepped in to finish the film and went on to direct her own projects, becoming Hollywood's only female film director of the time.

Rosalind Russell’s role of Mother Superior, in the wrong hands, could have become nothing more than a stern taskmaster, placed in the film solely for the purpose of being the target of Mary and Rachel's antics. But Russell brings more to the role than that. She loves St. Francis, and more importantly, she loves each and every girl who is entrusted into her care.

Russell was known for playing character roles, exceptionally wealthy, dignified ladylike women, roles that she disliked very much. She once said in a 1936 interview:

   "Being typed as a lady is the greatest misfortune possible to a motion picture actress. It limits your characterizations, confines you to play feminine sops and menaces and the public never highly approves of either. An impeccably dressed lady is always viewed with suspicion in real life and when you strut onto the screen with beautiful clothes and charming manners, the most naive of theatergoers senses immediately that you are in a position to do the hero no good. I earnestly want to get away from this. First, because I want to improve my career and professional life and, secondly because I am tired of being a clothes horse — a sort of hothouse orchid in a stand of wild flowers."

Hayley Mills contract from Walt Disney expired in 1965 and “The Trouble With Angels” was her first film from the Disney lot. She wanted to break away from her wholesome girl-next-door image and she couldn’t have chosen a better role. As Mary, Mills brings to the part a fresh look on the juvenile delinquent, itching to be bad, but with a heart of gold inside. We see Haley transform her character from an antagonistic hellion to a sweet and caring woman ready for the Sisterhood.

June Harding, in her first big screen role, knocks it out of the park as Rachel, especially considering that she was the new kid on the block amongst a slew of old pros. Since the character of Rachel is supposed to have a problem with her lack of basic education, any other actress may have been tempted to play Rachel as a clueless idiot. But she is far from being that, and June portrays her character as an intelligent follower, eager to learn and become the sophisticated woman she eventually becomes.

The supporting cast is a virtual who’s who of women: Marge Redmond (who went on to portray a nun a year later in “The Flying Nun” with Sally Field), Binnie Barnes, Dolores Sutton and Mary Wickes, a wonderful character actress who shines in every role she does. She would later play a nun in “Sister Act” and it’s sequel with Whoopi Goldberg.

“The Trouble with Angels” enjoyed good reviews and enough success to warrant a sequel, “Where Angels Go, Trouble Follows”. However, Mills opted not to reprise her role as the progressive protagonist and was replaced by Stella Stevens, who played Sister George, to returning Rosalind Russell’s Mother Superior.

If you’re looking for a blast from the past and some good, clean fun, I highly recommend “The Trouble With Angels”. It made me want to go to a Catholic School, (and I’m not even Catholic). And if you hated school as much as I did… that’s saying a lot!

Click on title for a review on "Where Angels Go, Trouble Follows".