1964 was a good year for cinema. Goldfinger, arguably the greatest James Bond film of all time, was released during the year, as were several other classics and borderline classics like A Fistful of Dollars, Marnie, Zulu, The Night of the Iguana, and A Hard Day’s Night. There were three films that were all nominated for Best Picture, that rise above every other film released that year. Dr. Strangelove or: How I Learned to Stop Worrying and Love the Bomb is one of my personal favorite films, and the film that I would have voted for had I had a vote for Best Picture in 1964.

The other two films were musicals, and both are considered to be among the greatest musicals of all time. My Fair Lady had a very good Oscar night taking home eight statues out of 10 nominations, with wins for Best Picture, Best Actor (Rex Harrison), Best Director (George Cukor), and others. Mary Poppins wasn’t far behind with five Oscar wins, including Best Actress (Julie Andrews), Best Song (Chim Chim Cher-ee) and Best Music.

Yes, My Fair Lady won Best Picture, and yes, My Fair Lady is on the AFI list of the Top 100 movies of all time, coming in at #91 and Mary Poppins is not on that list. However, interestingly enough, Mary Poppins is ranked higher than My Fair Lady on AFI’s list of the Top 100 Musicals of all time, coming in at #6 vs. #8.

Agreeing with the latter assessment, I am here to tell you that Mary Poppins is a better movie than My Fair Lady and it was the best musical of 1964. Here are five reasons why that’s true.

5. Julie Andrews vs. Audrey Hepburn.

There is no question that in 1964 Audrey Hepburn was a huge star, having already starred in such  iconic films as Breakfast at Tiffany’s, Roman Holiday and Sabrina. Julie Andrews had made a name for herself playing Eliza Doolittle in the Broadway version of My Fair Lady, but Jack Warner wanted a star for My Fair Lady, and Julie Andrews had not starred in a feature film at that point. There were few stars bigger than Audrey Hepburn, and her grace,charm and wit certainly helped make Eliza Doolittle into one of the most beloved and recognizable characters in the history of American musicals. The problem I have is that Hepburn didn’t do any of her own singing. She could sing and was reportedly furious when she was told that her voice was not strong enough to do the singing for the picture. While her overall performance is terrific, the fact that the studio wouldn’t let her sing is a major issue, in my opinion, since singing is such a huge component of her character.

On the other hand, making her big screen debut and earning a Best Actress Oscar in the process, Julie Andrews turned the role of Mary Poppins into one of the most iconic characters not only in the Disney roster, but in all of cinema. This role would also give Julie Andrews one of the most successful screen careers of the second half of the 20th Century. Walt Disney reportedly could not listen to her sing Feed the Birds without being moved to tears, and her renditions of Spoon Full of Sugar, Jolly Holiday, and Supercalifragilisticexpialodocious along with Feed the Birds showed a range of singing, acting and dancing that Hepburn simply could not match. Andrews could be equally charming and stern. Not only that, but the character of Mary Poppins is a stronger, more confident driver of the action, whereas Eliza Doolittle mainly reacts to things happening to her.

Give me Julie Andrews over Audrey Hepburn in 1964 every time.

4. George Banks vs. Professor Henry Higgins

Both films showed somewhat misogynistic men overcoming their old fashioned ways to discover their priorities had been completely askew. I would argue that the character growth of George Banks is more profound and more sincere than the growth and change of Henry Higgins. The thing is, Higgins starts out the film as a total cad. He is an arrogant, smug, cocky jerk who gets his kicks out of messing with people’s lives. By the time he gets his act together and realizes that he’s in love with Eliza, I personally couldn’t care less whether he ends up with her or not. Eliza, for her part does want him, but she deserves way better. Once the story is resolved, there is no emotional impact.

George Banks, on the other hand, doesn’t necessarily start out Mary Poppins as the most likable character, but he’s at least doing what he ought to be doing, or what he thinks he ought to be doing to take care of his family.  He later discovers that he’s missing out on the most important and most rewarding parts of being a father if he doesn’t change his ways. In what is some of the most emotionally impactful story-telling I’ve ever seen, George Banks becomes the father that he never knew he could be.

3. The Songs

My Fair Lady has some great and recognizable songs like The Rain in Spain, I Could have Danced All Night, and Get Me to the Church On time. The top songs from Mary Poppins were mentioned above, but there are other memorable numbers like Stay Awake, Sister Suffragette, Step in Time. . What separates the songs in Mary Poppins versus My Fair Lady is that the songs from the former do a better job of moving the story forward or showing character. In fact, Bert, the chiminey sweep (Dick Van Dyke) uses the Spoon Full of Sugar reprise to finally show George Banks how he’s missing his children’s childhood, creating a moment of catharsis for George. The same argument could be made that Henry Higgins has a similar epiphany when he sings I’ve Grown Accustomed to Her Face. But, I think, like almost everything else in this film, it takes too long and is too drawn out to the point where boredom overcomes any dramatic impact that’s being made.

2. The Story

Both of these films are long. Mary Poppins comes in with a running time of 139 minutes, so it’s a little more than two hours. My Fair Lady comes in at a whopping 170 minutes, just 10 minutes short of three hours, and  takes  too long to get moving.  While there is  a lot of singing and character exposition,  we’re a good 40 minutes in before the story really gets going. The length of the film has a negative impact on the drama in the story, and I find myself just not caring about the characters. Mary Poppins, on the other hand, is 30 minutes shorter and has a much tighter story that is paced better and doesn’t give us the same kind of long gaps in story points that cripple the story in My Fair Lady.

1. Entertainment Value

Piggybacking on the previous point, Mary Poppins is just a more entertaining film than My Fair Lady. It has a better story-line, it has better songs, and it has better pacing. It also has characters that we care about more than we care about the characters in My Fair Lady. It has better art direction, and it casts a much wider net in terms of cinematic techniques and language. Mary Poppins is a veritable smorgasbord of film making styles and techniques, using animation and cutting edge special effects to help enhance the story. Mary Poppins is a feast for the eyes as well as for the heart.

What would the world of American Cinema in the second half of the 20th Century have looked like if Shirley MacLaine hadn’t been in it. I daresay, it would have looked substantially different. She’s one of only 8 actors to have appeared in 3 Best Picture Winners (Around the World in 80 Days, The Apartment, Terms of Endearment), and she has consistently been recognized as one of Hollywood’s top actresses since the late 1950’s. While some may feel that she may not have the acting prowess of Meryl Streep, or the girl-next-door quality of Sally Field, or the box office draw of Faye Dunaway, or the sex appeal of Marilyn Monroe, she had enough of each of those components to be regarded as one of the most well-rounded performers in Hollywood history.

For people who might have arrived late to her party, one would think that MacLaine excelled at playing crotchety old biddies (Steel Magnolias, Guarding Tess), and since I myself was late to the party, that is how I thought of her for a long time. As I was able  to see more films that she had been in, especially when she was younger, I discovered that Shirley MacLaine was an actress of exceptional range, surprising vulnerability and a dynamic sense of comedic timing mixed with dramatic gravitas that allowed her to play almost any kind of role. Indeed, just look at her performances in The Apartment where she starred opposite Jack Lemon and Terms of Endearment where she was opposite Jack Nicholson. You won’t find two Jack’s more different than those two, but she was equally comfortable with each of them, and built amazing on-screen chemistry with them both. In my opinion, only Meryl Streep, and perhaps Kathrine Hepburn, can match Shirley MacLaine in sheer range and quality of performances within that range.

So where to start if one would like to become more familiar with Shirley MacLaine but doesn’t know much about her career? Here is my Top Five list offilms starring Shirley MacLaine to become familiar with her as an actress, and to gain a good understanding of some of the greatest and most important films Hollywood has ever produced.

5. Steel Magnolias (1989)

I’m guessing I’m going to get some blowback over this one, but bear with me for a moment. Her portrayal of the surly and salty Ouiser Boudreaux is one of the funniest performances she’s ever given. She is the perfect foil to the sweet and genteel women that populate this picture, and Oiser’s back-and-forth’s with Clairee Belcher (Olympia Dukakis) are comedic gold in what is generally considered a relatively emotionally heavy picture. The film itself isn’t remarkable, but MacLaine’s performance in it makes it worth watching.

4. Postcards from the Edge (1990)

Based on the book by Carrie Fisher, this is a film that is loaded with interesting themes and it’s filled with heart and wit and charm. Shirley MacLaine shared the screen with Meryl Streep, and those two powerhouse actresses filled that screen with star power, but more importantly, they filled it with amazing performances that only the two greatest actresses of the second half of the 20th Century could deliver. The case could be made that Doris Mann (MacLaine) served as the antagonist to Suzanne Vale (Streep), even though Mann is Vale’s mother. But at first, Doris is standing in the way of Suzanne getting what she wants, and must overcome her own demons to allow Suzanne to achieve her goals. This is a story about mothers’ relationships with their daughters, and overcoming their demons that hold their kids back.

3. Terms of Endearment (1983)

MacLaine would win her only Oscar for Best Actress for her performance in this picture as the overbearing mother of Emma (Debra Winger) and the reluctant girlfriend of Garrett Breedlove (Nicholson). Playing the no nonsense Aurora Greenway, MacLaine gave one of the great performances of her career and Aurora was certainly one of her deepest characters. Starting out the movie as her daughter’s best friend, having spent a lifetime raising her as a single mom, Aurora developed a tough outer shell that she needed to use as a defense mechanism to protect herself and her daughter from any dishonest interloping man that tried to court her. But now, as Emma has created a family of her own, Aurora finds herself the target of the affections of Breedlove, a retired astronaut and incurable playboy. And yet, he provides for her a pillar of strength that she never knew she needed, especially when Emma is diagnosed with terminal cancer, and he extracts from her the gentle vulnerable woman that she forgot she could be.

2. Being There (1979)

This is a wonderful film in which MacLaine stars opposite Peter Sellers, who plays Chance, the dimwitted gardener who only knows life from what’s on television, and whose simplistic views on life fool everyone around him into believing that he’s something much more than he really is. The first person to be taken by his charms is Eve Rand (Shirley Maclaine), the younger wife of a dying, but obscenely wealthy industrialist. After her chauffer accidentally bumps into Chance with her car, she offers to take him to her house to recuperate, and once there, he finds himself casting influence all the way up to the highest points of power, including the Oval Office. MacLaine gives one of her most emotionally vulnerable performances as a woman attracted to this new man in her life as her loveless marriage is coming to an end, but her loyalty to her dying husband prevents her from consummating her feelings. However, the scene where she masturbates in front of Chance because he says to her, “I like to watch” is one of the great moments of Maclaine’s career.

1. The Apartment (1959)

If Being There was among MacLaine’s most vulnerable performance, then her performance in The Apartment was far and away, her deepest, most touching and most vulnerable performance. In this film, she plays an elevator operator who becomes suicidal after she realizes that the man with whom she’s having an affair (Fred MacMurray) doesn’t feel as strongly about her as she does about him, and he’s not going to leave his wife for her. MacLaine played this role with a spunky sensitivity of a girl with a hard outer shell but a center that was far too soft to cope with the emotional manipulation she suffered at the hands of an older and much more experienced man. For her efforts, and at the tender age of 26, MacLaine would receive an Oscar nomination for Best Actress in a Leading Role, and she was well on her way to super-stardom.

Honorable mentions: The Trouble with Harry, Can-Can, Guarding Tess