It's a pretty simple matter for them to incapacitate Higginbotham, at least for a little while, and have Ballantine re-assigned to the mission. Neither he nor his bride to be are fooled by their machinations, but Ballantine has no choice. They also take MacChesney's pet elephant Annie and the ever-faithful Gunga Din, who's made his dreams of becoming a bugler in the Queen's army known to Cutter. He befriends Din and even begins teaching him some basic army manuveurs. When they finally arrive at the village, they find the entire place deserted with things left like everyone vanished into thin air. Ballantine immediately gets the troops working on the repairing the telegraph and other problems at the outpost. He's going to make sure everything gets done before his time is up, so he won't be forced to stay. While wandering around the village he stumbles upon a group of no-account Hindus who bring a world of trouble to their front door.

They are part of a cult that worships the goddess Kali and will do everything in their power to rid their land of the British once and for all. A vicious battle is waged and the trio barely manages to escape with their lives and a good number of the troops. The final third of the film has Cutter forging off on another grand adventure in search of a palace made of gold with the help of Gunga Din and Annie. He does find his golden dreams, but they are rotten at the core. The palace is the stronghold of the Thuggee cult and the location of their most crucial battle. Din manages to rally the troops, including Ballantine, who is forced to re-enlist, and MacChesney, to aid the captured Cutter and free India of these ruthless murderers. It is an impressive sequence as the gentlemen match wits with the cult leader in a battle for their very survival. This is a comedy for the most part, so it's no surprise that they all live another day to tell the tale of Gunga Din, a slave who proved his courage and so loved the army that he gave his life to the cause.

Everything about this film is first-rate, from the desert locations to the action and battle sequences, to the clever and funny dialogue. Even though I've seen it several times, I always go back for more. Mainly because I love Cary Grant and he's rarely cast as such a man's man. More well known for loving the ladies than getting into fist-fights with the men, this is a different turn for Grant. He stills gets to be funny, he just does it between punches. Fairbanks and McLaglen are equally witty and charming. They were both at the height of their career when they made this film, which is probably why I've never seen any of their other pictures. There aren't many around from the 20s and early 30s, but their performances here show why they were so popular at the time. They could charm the skin off a snake. Though I like Joan Fontaine, her talents are wasted here. Like most action movies, she's the token female and the story gives her very little to do except pine for her man and complain about his obnoxious friends. If I were in her position, I'd probably have the same opinion about Cutter and MacChesney, but I still wish she would just keep her mouth shut.

The plot is detailed, but not that complicated, giving you just the right amount of history, danger and humor to keep one interested. I wish they elaborated a little bit more about Britain's business in India at the time, since as an American I know very little about her colonial campaigns; however, lack of knowledge in that arena won't hamper enjoyment of this romp. Filmed in California, you can practically feel the heat of the desert wafting off the screen. It sure looks like India to me. Like most adventure films, GUNGA DIN has some sequences that defy believability, but nothing so outrageous you'll guffaw in horror. It holds up surprisingly well considering all the advances in effects and stunt work. The film also has great heart, which is half the battle. If you're looking for a dash of comedy with your adventure, do yourself a favor and give this classic a try. You might even recognize elements of more recent favorites crossing the screen.