|Directed by||Tim Whelan
Arthur B. Woods
|Produced by||Irving Asher (producer)
Alexander Korda (executive producer)
|Written by||Brock Williams
|Music by||Muir Mathieson|
|Cinematography||Harry Stradling Sr.|
|Edited by||Hugh Stewart|
|Distributed by||Columbia Pictures|
Q Planes (aka in U.S. as Clouds Over Europe) is a 1939 British comedy spy film starring Ralph Richardson, Laurence Olivier and Valerie Hobson. Olivier and Richardson were a decade into their 50-year friendship and theatrical collaboration and had just completed Othello with Richardson in the title role and Olivier as Iago, when this film was made. The film was produced by Irving Asher, an American, with British film impresario Alexander Korda as executive producer.
The name Q Planes may have been derived from the British "Q-ships", armed ships disguised as merchantmen, used in the First World War as decoys to lure German U-boats. The film was directed by American director Tim Whelan (Sidewalks of London and later in 1940, co-director of The Thief of Bagdad), who had been in Britain since 1932, working for Korda at Denham Studios.
In 1939, advanced British aircraft prototypes carrying experimental and secret equipment are vanishing with their crews on test flights. No one can fathom why, not even spymaster Major Hammond (Ralph Richardson) or his sister Kay (Valerie Hobson), a newspaper reporter, who is working undercover in the works canteen used by the crews at the Barrett & Ward Aircraft Company.
At first Major Hammond is seen as an outsider at the aircraft factory, especially by Mr. Barrett, the owner (George Merritt), who is working under a government contract but he soon finds a friend in a star pilot, Tony McVane (Laurence Olivier) who helps him try to solve the case. Hammond becomes convinced that Jenkins (George Curzon), the company secretary at the factory, is a foreign agent and mole but Jenkins is killed by unseen gunmen before he can give up the names of his contacts.
McVane returns to the aircraft factory, determined to make the next test flight. His aircraft, like the others, is brought down by a powerful ray beamed from the S.S. Viking, a mysterious salvage ship manned by a foreign crew. Although the nationality of the crew and agents aboard the Viking is only implied, it was understood by audiences: "All of the crew speak with German accents and little doubt is left who the villains are," wrote Variety.
Along with his aircraft, McVane and his flight crew are taken hostage on the ship, where he discovers many other missing airmen have suffered the same fate. Gathering up weapons, McVane leads the British survivors in an attempt to take control of the ship. Major Hammond learns the truth and directs a Royal Navy ship (HMS Echo) to come to their rescue. Kay and McVane form a relationship and Hammond learns, to his chagrin, that his long-time lady friend, whose plans with him are repeatedly being cancelled as the action escalates, has married someone else.
- Laurence Olivier as Tony McVane
- Ralph Richardson as Major Charles Hammond
- Valerie Hobson as Kay Hammond
- George Curzon as Jenkins
- George Merritt as Barrett
- Gus McNaughton as Bleinkinsop
- David Tree as MacKenzie
- Sandra Storme as Daphne
- Hay Petrie as Stage door keeper
- Frank Fox as Karl
- George Butler as Sir Marshall Gosport
- Gordon McLeod as The Baron
- John Longden as Peters
- Ronald Adam as Pollock, airline designer
- Ian Fleming as air minister
- Reginald Purdell as pilot
- Roy Emerton as SS Viking first mate
- David Farrar as SS Viking mate
- Raymond Lovell as manager of salvage company
- John Laurie as newspaper editor
The film's working title was Foreign Sabotage. Period airports and aircraft including the Airspeed Envoy and de Havilland Tiger Moth are featured in the aerial scenes. The Brooklands racetrack, which also was an important aeronautical centre, was used as a backdrop for the aerial sequences on the ground.
According to one film historian, the film's plot — and budget — were inspired by true events. In 1938, a revolutionary bomber, the Vickers Wellesley bomber prototype, which utilized the revolutionary geodesic construction method created by Barnes Wallis, disappeared over the English Channel during a test flight. "The Air Ministry asked Lord Vansittart of Denham, chief of the British secret service, to initiate a search for the lost aircraft," wrote Richard Edwards on his film blog. "Part of the Wellesley's wreckage was supposedly found in a garage in Kiel and it was suggested that the ill-fated plane had been shot down by a German U-boat." 
The British secret service were so sure of this that they partially funded this film to let the Luftwaffe know they had figured it out. Lord Vansittart was, after all, a good friend of executive producer Alexander Korda. After searching and finding pieces of the missing prototype, Vansittart asked Korda to make this film — and made Secret Service funds available to help him do so.
Written and produced in September 1938 just before Olivier sailed for America to star as Heathcliff in Wuthering Heights (1939), Q Planes is historically interesting for its contrast to later British war films and to Olivier's later film career. Q Planes might be called the last of the "neutral Britain" spy comedies, which Hitchcock had pioneered in The 39 Steps (1934) and The Lady Vanishes (1938), its tone blends a spy thriller with high-tech villains, sophisticated romance and rapid-fire comedy. The British later excelled at this genre in the James Bond films from the 1960s on (and indeed one of its writers, Jack Whittington, went on to co-write Thunderball (1965)) but here the comedic aspects are in contrast to the ardent, patriotic, more sombre films that the British made once war was declared and Hitler began to conquer all of Europe while Britain stood by, seemingly helpless, eventually his bombs dropping on them.
Q Planes was a knock-off for Olivier, already bound for America and the prestigious filming of Wuthering Heights, but Richardson, who had encouraged Olivier to take the role of Heathcliff with his famous advice — "Bit of fame. Good." — was always better at comedy and dominates much of the screen with a sardonic performance as a spy, either working for Scotland Yard or British Military Intelligence.
Q Planes was released in the U.S. as Clouds Over Europe, on 30 June 1939. Despite its subject, Q Planes is mainly a comedy — a sort of Thin Man in an espionage setting," wrote Picturegoer. "Much of its success is due to Ralph Richardson, who cleverly holds together the comedy and dramatic ingredients as Major Hammond." Kinematograph Weekly described Q Planes as "rousing espionage, romantic melodrama, staged in the best happy-go-lucky but pukka British tradition." C. A. Lejeune called the film "a bright, vigorous little picture, and Mr. Richardson's Major is the brightest thing in it. You should see it. You'll like it. It has savour." Leslie Halliwell called it a "lively, lovely thriller distinguished by a droll leading performance.
Regarding Olivier's performance in the film, critic Dilys Powell recalled "being surprised that the actor made so slight an impression", and described him as "dashing but undistinguished." For Olivier scholars and fans, Q Planes shows the dramatic difference his subsequent American work with Wyler and Hitchcock made on his film acting. Here, Olivier is at the height of the glib, self-conscious acting style of the 15 pictures he had made before his work with Wyler. Olivier writes that it was only then he learned to stop condescending to pictures as a mere paycheck between Shakespeare productions and instead master acting for the camera as its own form.
The New York Times film critic Frank S. Nugent was initially put off by the film's new opening which, unlike the British release, now reflected an ever-darkening scenario of outright war with Nazi Germany. Hoping to impress this on their then-reluctant American cousins — executive producer Korda was, after all, Churchill's designated agent in the filmic aspect of de-neutralizing America — the film began with "shots of Commons, Parliament, the War Office, the India Office, No. 10 Downing Street and other imposing edifices," as described by Nugent. "As an added touch of dignity and authority, a commentator's voice noted each building as it passed, spoke gravely of the burden of empire, of trade and population statistics, and of the might and wisdom of Britain's leaders …" Nugent expressed relief when this made-for-America preamble turns into the British comedy it originally was, and praised it as "one of the wittiest and pleasantest comedies that have come a capering to the American screen this season".
Variety regarded the newsreel-style introduction as one of the film's "unusual, deft slants" and praised the film as an "excellent summer diversion. … Columbia has an easy winner in Clouds Over Europe which, despite the solemnity of its title, is strictly for comedy, albeit with a hint or two of anti-German propaganda tucked away." While noting the matinee value of Olivier, Variety reported that "the acting honors go — and at a gallop — to Ralph Richardson, playing a Scotland Yard eccentric." Variety reviewers also considered it had a "refreshing tongue-in-cheek attitude … Whole thing is bright, breezy and flavorsome." 
Less impressed was film critic John Mosher of The New Yorker, who found in the film "a bigger allotment of very British small talk and that special brand of British whimsy which makes us here think at times that at least one of the clouds over England is this particular kind of humor."
Richardson's dapper, insouciant secret agent was named, years later, as the model for the bowler-hatted upper-class British spy John Steed in the 1960s television series The Avengers, according to producer Brian Clemens.
- Morley 1977, p. 76.
- Olivier 1982, p. 68.
- Aldgate and Richards 1994, p. 79.
- "Review: 'Clouds Over Europe'." Variety, Volume 135, issue 2, 21 June 1939, p. 16. Retrieved: 6 December 2015.
- "Review: 'Clouds Over Europe'." AFI Catalog of Feature Films(American Film Institute). Retrieved: 6 December 2015.
- "Review: 'Q Planes'." BFI Film & TV Database (British Film Institute). Retrieved: 6 December 2015.
- Santoir, Christian. "Review: "Secret Weapons; Vo. Q Planes." Aeromovies Retrieved: 6 December 2015.
- Edwards, Richard. "Alexander Korda’s Real Life Spy Enigma". richardedwards.info, 11 August 2012. Retrieved: 6 December 2015.
- Edwards, Richard. "Alexander Korda's 1939 film 'Q Planes' caught up in a real life pre-war spy enigma." richardedwards.info, 14 April 2015. Retrieved: 6 December 2015.
- "Britain's World War II films were more than just propaganda." independent.co, 22 October 2011. Retrieved: 6 December 2015.
- Olivier 1986, p. 261.
- Holden 1990, p. 137.
- O'Connor 1985, p. 106.
- Halliwell 2003, p. 678.
- Morley 1977, p. 22.
- Spoto 1992, p. 2127.
- Olivier 1986, pp. 260–261.
- Korda 2002, pp. 138–139.
- Nugent, Frank S. "The Screen in Review: Comedy lifts its head again in 'Clouds Over Europe' at the Music Hall." The New York Times, 16 June 1939. Retrieved: 6 December 2015.
- Mosher, John. "The Current Cinema." The New Yorker, Volume XV, issue 18, 17 June 1939, p. 88. Retrieved: 6 December 2015.
- Chapman 2002, p. 61.
- Q Planes, Alex J. "Q Planes comes to DVD." Cult TV, 10 February 2014. Retrieved: 6 December 2015.
- Aldgate, Anthony and Jeffrey Richards. Britain Can Take it: British Cinema in the Second World War. Edinburgh: Edinburgh University Press, 2nd Edition, 1994. ISBN 0-7486-0508-8.
- Barr, Charles, ed. All Our Yesterdays: 90 Years of British Cinema. London: British Film Institute, 1986. ISBN 0-85170-179-5.
- Chapman, James. Saints and Avengers: British Adventure Series of the 1960s (Popular TV Genres). London: I. B. Tauris, 2002. ISBN 978-1-86064-754-3.
- Coleman, Terry. Olivier: The Authorised Biography. London: Henry Holt and Co., 2006, First edition 2005. ISBN 0-7475-7798-6.
- Korda, Michael. Charmed Lives: A Family Romance. New York: Harper Perennial, 2002, First edition 1979. ISBN 978-0-0600-8556-8.
- Halliwell, Leslie and John Walker. Halliwell's Film Guide. London: Harper/Collins. 18th Edition. 2003. ISBN 0-00-714412-1.
- Holden, Anthony. Laurence Olivier. London: Collier Books, 1990. ISBN 978-0-7221-4857-0.
- Morley, Margaret. The Films of Laurence Olivier. Secaucus, New Jersey: Citadel Press, 1977. ISBN 978-0-8065-0879-5.
- Murphy, Robert. British Cinema and the Second World War. London: Continuum, 2000. ISBN 0-8264-5139-X.
- O'Connor, Gary. Ralph Richardson: An Actor's Life. London": Limelight Editions, 1985. ISBN 978-0-8791-0038-4.
- Olivier, Laurence. Confessions of an Actor: An Autobiography. New York: Simon & Schuster, 1982. ISBN 978-0-6714-1701-7.
- Olivier, Laurence. On Acting. New York: Simon & Schuster (Touchstone), 1986. ISBN 978-0-6716-4562-5.
- Spoto, Donald. Laurence Olivier: A Biography. New York: HarperCollins, 1992. ISBN 0-06-018315-2.
- Q Planes at the Internet Movie Database
- Clouds Over Europe at the American Film Institute Catalog
- Clouds Over Europe at the TCM Movie Database
- Clouds Over Europe at AllMovie
- Q Planes is available for free download at the Internet Archive