David O. Selznick triumphs again with Joan Fontaine and Laurence Olivier in Alfred Hitchcock's Rebecca (1940)

The 13th Academy Awards, for the film year 1940.  The nominations were announced on February 10, 1941 and the awards were held on February 27, 1941.

Best Picture:  Rebecca

  • The Grapes of Wrath
  • The Philadelphia Story
  • The Great Dictator
  • The Letter
  • The Long Voyage Home
  • Foreign Correspondent
  • Our Town
  • Kitty Foyle
  • All This and Heaven Too

Most Surprising Omission:  Arise My Love

Best Film Not Nominated:  His Girl Friday

Rank (out of 82) Among Best Picture Years:  #50

The Race: David O. Selznick was back at it and very quickly.  Rebecca was in theaters just a few short months after Gone with the Wind had its magnificent release and Selznick had a second straight smash hit from a beloved best-seller.  But by the time it was released, Darryl F. Zanuck already had The Grapes of Wrath in movie theaters, just before the novel it was based on would win the Pulitzer Prize.  Not everything was completely serious as Charlie Chaplin had released his first film in four years: The Great Dictator, his first all-talking film.  Katharine Hepburn had also returned from box office failures, this time with The Philadelphia Story, which she personally had brought from the stage to the screen.  Bette Davis was also not to be left behind as she had two big films: The Letter, re-uniting with William Wyler, her director from Jezebel, and All This and Heaven Too, a big budget costume drama.  Ginger Rogers was even getting in the fray, going serious with Kitty Foyle.

The National Board of Review kicked things off by giving Best Picture to The Grapes of Wrath.  Their top 10 included two 1939 films (Gone with the Wind and Of Mice and Men), as well as The Great Dictator and Rebecca, as well as smaller films from potential Best Director nominees Alfred Hitchcock (Foreign Correspondent), John Ford (The Long Voyage Home) and Sam Wood (Our Town).  The New York Film Critics followed up by agreeing with the NBR on Grapes, giving John Ford their Best Director for both Grapes and Voyage and giving their top acting awards to Chaplin and Hepburn.

The Results: Hitchcock, Ford and Wood were all nominated (along with Wyler and George Cukor for The Philadelphia Story).  All five films were in, as well as the smaller Hitchcock, Ford and Wood films.  Rounding out the nominees were All This and Heaven Too and The Great DictatorRebecca took the early lead with 11 nominations, the first time one film had ever had at least 4 more nominations than any other film.  The Letter tied The Grapes of Wrath for second with 7 nominations, but the real race had come down to Rebecca and Grapes.

When Ford won Best Director, it looked like a show at Grapes winning the big prize.  However, no film had won more than one award and when Best Picture was announced a few minutes later, it was Selznick who again took home the Oscar.

His film won, but Hitchcock didn't for Rebecca (1940)


  • Director:  Alfred Hitchcock
  • Writer:  Philip MacDonald  /  Michael Hogan  /  Robert E. Sherwood  /  Joan Harrison  (from the novel by Daphne Du Maurier)
  • Producer:  David O. Selznick
  • Studio:  United Artists
  • Stars:  Laurence Olivier, Joan Fontaine, Judith Anderson, George Sanders
  • Oscar Nominations:  Picture, Director, Screenplay, Actor (Olivier), Actress (Fontaine), Supporting Actress (Anderson), Editing, Cinematography (Black-and-White), Original Score, Interior Decoration (Black-and-White), Special Effects
  • Length:  130 min
  • Genre:  Mystery
  • Release Date:  12 April 1940
  • My Rating:  ****
  • My Rank:  #2  (year)  /  #75  (nominees)  /  #28  (winners)
  • Nighthawk Nominations:  Picture, Director, Adapted Screenplay, Actor (Olivier), Actress (Fontaine), Supporting Actor (Sanders), Supporting Actress (Anderson), Editing, Cinematography, Score, Art Direction, Visual Effects, Sound Editing

The Film:  It’s not the film where she won the Oscar.  It’s not one of his Shakespeare roles or the smoldering role which won him film stardom.  It is not one of the 1950’s suspense thrillers that is worshiped by film critics, especially those that want to be taken seriously.  It is not the production that made him king of the world, with record setting box office and Oscar recognition.  But it is a magnificent triumph for all of them, a brilliantly produced film, with again, a house made famous in a well-loved book that had to match up to the public’s imagination, a fantastically directed film that was a good (if not the best) choice for Best Picture in one of the best years in film history, a fantastically acted film by one of the best actors in film history and by a young woman trying to come out of the shadow of her younger sister and succeeding magnificently.

So what if it isn’t Suspicion (it’s better and Fontaine is better), Wuthering Heights (Olivier tones down the brooding and gives one of his best screen performances), Vertigo (long over-rated — this is a better film) or Gone with the Wind (too long, too dumb).  Rebecca is one of the greats in the long treasured Hitchcock film library (I rank it third behind Strangers on a Train and Rear Window), a magnificent film that is at once a romance, a drawing room mystery and a thriller.  It has one of the single best supporting performances in history in the person of Judith Anderson as Mrs. Danvers.  It has a wonderful performance, late in the film, from George Sanders, who almost steals the film away.  It has a great script that begins with one of the most treasured lines in literary or film history and only gets better and perfect chemistry between its two stars.  It’s everything you could hope for in a Best Picture.

the best film of one of the best film years - The Grapes of Wrath (1940)

The Grapes of Wrath

  • Director:  John Ford
  • Writer:  Nunnally Johnson  (from the novel by John Steinbeck)
  • Producer:  Darryl F. Zanuck  /  Nunnally Johnson
  • Studio:  20th Century-Fox
  • Stars:  Henry Fonda, Jane Darwell, John Carradine
  • Oscar Nominations:  Picture, Director, Screenplay, Actor (Fonda), Supporting Actress (Darwell), Editing, Sound
  • Length:  128 min
  • Genre:  Drama  (Social)
  • Release Date:  15 March 1940
  • My Rating:  ****
  • My Rank:  #1  (year)  /  #30  (nominees)  /  #56  (all-time)
  • Nighthawk Nominations:  Picture, Director, Adapted Screenplay, Actor (Fonda), Supporting Actor (Carradine), Supporting Actress (Darwell), Editing, Cinematography, Sound, Art Direction

The Film:  “A fella ain’t got a soul of his own; just a little piece of a big soul, the one big soul that belongs to everybody.”  –  Tom Joad

Looking at it, Tom Joad’s Oklahoma doesn’t look all that different than Dorothy Gale’s Kansas.  His is a bit darker, a bit more black-and-white as opposed to her sepia.  He’s not necessarily itching to leave, but doesn’t have a choice.  She desperately wants to leave, but actually leaves by accident.  But his promised land, as Springsteen would say after reading Steinbeck, is tinged with the darkness on the edge of town.  Even accounting for wicked witches and winged monkeys, there is nothing so dark in Oz as what Tom finds in California.

I remember my own experience of packing things up and heading out to that promised land.  Watching the last moments of packing things up into the truck and then climbing in with the family reminds me of that.  But we had a job and a house waiting for us, nothing like the uncertainty of the Okies in the Depression.  I can understand why Grandpa refuses to leave and why he seems to have the tenacity to die on the way.  He’s not going and that’s that.  He belongs there.  Land is land and there’s nothing more important than land.

That’s only the beginning of this amazing film.  This film, better than any other, documents the hardships of the Great Depression, of the lengths that people were willing to go through in order to stay together and to survive.  It is perhaps the best film ever made in the amazing career of John Ford, the most internationally respected of all the great American directors.  It somehow didn’t get nominated for Cinematography that perfectly captures life in the dust, life in the fruit, life in the shadows.  It somehow didn’t win Best Actor for the performance that would forever define Henry Fonda as one of the great under-appreciated actors in American film history.

There are a lot of great American films with a powerful social message.  But what makes this film so amazing is that it is one of the best adaptations of a great novel, of, in a fact, one of the best novels.  It is one of the best message films, precisely because the cast and crew concentrated on making a great film and let the power come out of the film itself.  It, like the novel that it sprang from, is an uncontested American classic.

Then there is the speech.  There are few like it in film history, speeches that go beyond the words spoken on screen, that become a part of American history.  Study it.  Remember it.  They are words worth remembering.

one of the great satires of all-time - The Great Dictator (1940)

The Great Dictator

  • Director:  Charles Chaplin
  • Writer:  Charles Chaplin
  • Producer:  Charles Chaplin
  • Studio:  United Artists
  • Stars:  Charles Chaplin, Paulette Godard, Jack Oakie
  • Oscar Nominations:  Picture, Original Screenplay, Actor (Chaplin), Supporting Actor (Oakie), Original Score
  • Length:  125 min
  • Genre:  Comedy  (Satire)
  • Release Date:  15 October 1940
  • My Rating:  ****
  • My Rank:  #3  (year)  /  #79  (nominees)
  • Nighthawk Nominations:  Picture, Director, Original Screenplay, Actor (Chaplin), Supporting Actor (Oakie), Editing, Cinematography, Score, Sound, Sound Editing, Costume Design

The Film:  One look at his films and you can see that there are two things at play here.  The first is that Charlie Chaplin was opposed to war.  He would prove this later in his diatribe against governments in Monsieur Verdoux.  He thought it the great waste of mankind.  But, on the other hand, we have Adolf Hitler, the unstoppable evil of the twentieth century.  So Chaplin decided to thread a very fine line and make a film that absolutely ridicules Hitler, satirizing him in every way possible (would Inglourious Basterds be possibly without this film?) and yet is, at heart, an anti-war film.

We have here a tale straight out of Shakespeare and Twain – of the switching of two people and the hilarity that can ensue.  But here, the hilarity has already ensued.  We have seen Chaplin’s poetic ballet with a globe, his race in the barber chair against his rival dictator, Napaloni (a brilliant performance by Jack Oakie), the early slapstick war scenes and one of the funniest scenes in all of film history – the way the poor barber leaps into the chest when the soldiers come knocking at the door.  By the time the characters actually switch places, the film has grown serious.

It has been argued by many people, including Roger Ebert, that the final speech doesn’t belong in the film, that it grins the comedy to a halt.  But the film is done being a comedy at this point.  Chaplin has pushed the humor as far as it can go, the same way that mediation and appeasement had been pushed as far as they could go.  The time had come to draw the line in the sand and we have this brilliant speech, this plea to the common root of love at the core of humanity.  It is one of the great film speeches and it is to Chaplin’s credit how he pulls it off so magnificently and made sure to keep it in.  It belongs there.  It should be listened to.  It should echo in the ears as you walk away from the film.

“Look up, Hannah.  Look up.”

it would be #1 or 2 in a lot of years - in 1940 The Philadelphia Story sits at #4

The Philadelphia Story

  • Director:  George Cukor
  • Writer:  Donald Ogden Stewart  (from the play by Philip Barry)
  • Producer:  Joseph L. Mankiewicz
  • Studio:  MGM
  • Stars:  Katharine Hepburn, James Stewart, Cary Grant, Olivia Hussey
  • Oscar Nominations:  Picture, Director, Screenplay, Actor (Stewart), Actress (Hepburn), Supporting Actress (Hussey)
  • Length:  112 min
  • Genre:  Comedy  (Screwball)
  • Release Date:  26 December 1940
  • My Rating:  ****
  • My Rank:  #4  (year)  /  #85  (nominees)
  • Nighthawk Nominations:  Picture, Director, Adapted Screenplay, Actor (Stewart), Actress (Hepburn), Supporting Actor (Grant), Supporting Actress (Hussey), Art Direction

The Film:  On the one hand, this is the film Jimmy Stewart won his Oscar for, an Oscar that even Stewart conceded he didn’t deserve.  He himself figured (as do most Oscar enthusiasts) that they really were rewarding him for his work on the previous year’s Mr. Smith Goes to Washington.  It is also the film that won Best Screenplay and while the script is smart and funny and quick-moving, it, like Stewart, should have lost to The Grapes of Wrath.

It’s unfortunate to have those associations.  Because look at the rest of the film.  It’s got one of the best, maybe the best performance in the long, brilliant career of Katharine Hepburn.  She won the New York Film Critics Award and should have won her second Oscar.  But, she was still considered box office poison at the time and her NYFC win was clouded over by claims that she wasn’t favored until late in the voting because of one voter who essentially fillibustered until she won.  But here she is smart, saucy, funny, beautiful and vulnerable all at once.  As she flitters from George to Mike to Dexter, she is absolutely believable in every moment.  Then there is Cary Grant in of his best performances as C.K. Dexter Haven, billed first, but really the third role (and I place him in supporting), a magnificent partner to his other great un-nominated performance of 1940 in His Girl Friday.  There is Ruth Hussey, who gets so many wonderfully witty lines and is so perfect as the girl who is almost left behind.  There is even the great performance of Virginia Weidler, as young Dinah Lord, who always wants to know what’s going on and always seems to be dragged away at the most interesting moments.

This is one of the best of the screwball comedies, perhaps because it is a little less screwy and a little more romantic.  It has everything that a great romantic comedy should have: great writing, impeccable timing and directing, wonderful acting, a perfect ending.

The Letter - in 1940 it became the first film to go 0 for 7 at the Oscars

The Letter

  • Director:  William Wyler
  • Writer:  Howard Koch  (from the play by W. Somerset Maugham)
  • Producer:  Hal B. Wallis
  • Studio:  Bette Davis
  • Stars:  Bette Davis, Herbert Marshall, James Stephenson, Gale Sondergaard
  • Oscar Nominations:  Picture, Director, Actress (Davis), Supporting Actor (Stephenson), Editing, Cinematography (Black-and-White), Original Score
  • Oscar Record:  Most Nominations with 0 Wins (7) – broken in 1941
  • Length:  95 min
  • Genre:  Drama
  • Release Date:  23 November 1940
  • My Rating:  ****
  • My Rank:  #9  (year)  /  #213  (nominees)
  • Nighthawk Nominations:  Actress (Davis), Supporting Actor (Stephenson), Cinematography, Score

The Film:  This must have been aggravating.  Luise Rainer had beaten Davis to the punch of being the first actress to win a second Oscar.  But here she was, in a brilliant role that had earned an Oscar nomination for poor Jeanne Eagels (the first posthumous Oscar nominee).  She not only had to act, she had to portray a woman who was acting herself, trying desperately not to let, first her lawyer, and then later, her husband, the truth about her relationship with the man she has killed.  Katharine Hepburn had won the New York Film Critics Award, but there were whispers that all was not right in the voting and besides, Hepburn was still considered box office poison.  Joan Fontaine was brand new.  Martha Scott could hardly be considered serious competition.  But then, of all people, Ginger Rogers wins the damn award.

It’s too bad because The Letter is a great film and Davis is great in it.  For that matter, there was also James Stephenson, also much better than the actual Oscar winner (Walter Brennan), but who also went home empty handed.  The Letter had been a great reunion for William Wyler and Bette Davis, considerably better than Jezebel, their previous collaboration.  The Letter is a little bit of everything.  In some ways it’s a mystery, as we try to figure out the actual details of the relationship that Davis is hiding.  Then there is the courtroom drama aspect of it, which doesn’t last as long as you might remember.  Then there is the suspense of it all, as we try to figure out where it is all going to go.  Then it gets quiet, dark and deadly as we head into the conclusion, with great photography and direction and a suitable ending.  All together, it is one of Davis’ most satisfying performances, in one of the best films she would ever star.

The Long Voyage Home: John Ford's other 1940 Best Picture nominee

The Long Voyage Home

  • Director:  John Ford
  • Writer:  Dudley Nichols  (from the plays “The Moon of the Caribees”, “In The Zone”, “Bound East for Cardiff” and “The Long Voyage Home” by Eugene O’Neill)
  • Producer:  John Ford
  • Studio:  United Artists
  • Stars:  John Wayne, Thomas Mitchell, Barry Fitzgerald
  • Oscar Nominations:  Picture, Screenplay, Editing, Cinematography (Black-and-White), Original Score, Special Effects
  • Length:  105 min
  • Genre:  Drama
  • Release Date:  11 November 1940
  • My Rating:  ***.5
  • My Rank:  #12  (year)  /  #273  (nominees)
  • Nighthawk Nominations:  Sound

The Film:  Like Foreign Correspondent, this is the “other” film.  In this case, it’s John Ford, whose main 1940 film, The Grapes of Wrath, would win Best Director and is widely (and correctly) hailed as a classic.  But what about this film?  Well, it is a very good film, on the lower edge of ***.5.  It has some good moments of drama, some good moments of comedy, some good performances (well, really, one good performance — that of Thomas Mitchell, who had so many good performances in just a few short years it’s a wonder that Walter Brennan won three Oscars and not Mitchell).  It has also has some quiet tragedy, an ending that tears at your heart, in two different ways as we see what happens to these characters.

This is what Eugene O’Neill was the best at — showing the pathos that lay at the pit of the human heart.  Like Arthur Miller after him, he captured the dramatic tragedy of the American experience.  It’s too bad that O’Neill focused on drama, because if he had written novels, we might have had someone to document the American experience of the working class to offset the novels of Henry James and Edith Wharton.  O’Neill was born into money, became the most celebrated playwright in the entire world – winning three Pulitzers and becoming only the second American to win the Nobel Prize in literature.  This film takes several of his shorter plays and manages to combine them in a way to tell a coherent tale of men at sea and how they feel about the lives they have left behind and ahead of them.  It is not one of Ford’s major accomplishments, but it is a very good film in a truly brilliant year for film.

Foreign Correspondent: Hitchcock's other 1940 Best Picture nominee

Foreign Correspondent

  • Director:  Alfred Hitchcock
  • Writer:  Charles Bennett  /  Joan Harrison  /  James Hilton  /  Robert Benchley
  • Producer:  Walter Wanger
  • Studio:  United Artists
  • Stars:  Joel McCrea, Laraine Day, Herbert Marshall, George Sanders, Albert Bassermann
  • Oscar Nominations:  Picture, Original Screenplay, Supporting Actor (Bassermann), Cinematography (Black-and-White), Interior Decoration (Black-and-White), Special Effects
  • Length:  120 min
  • Genre:  Suspense
  • Release Date:  16 August 1940
  • My Rating:  ***.5
  • My Rank:  #14  (year)  /  #288  (nominees)
  • Nighthawk Nominations:  Original Screenplay

The Film:  This is the ignored child of Hitchcock, overshadowed by Rebecca.  Of course, it’s lesser Hitchcock.  It’s a good film, suspenseful, with good international intrigue, kidnapping, a man suddenly in over his head, a lovely lady that he falls for.  It’s got Joel McCrea, who wasn’t your typical Hitchcock star, but was a good enough actor and good enough at seeming an everyman that he was perfect for the part.

But it is lesser Hitchcock.  Of course, that’s not really a complaint.  After all, when you look at the list of Hitchcock films, pretty much anything that doesn’t reach the level of four stars becomes lesser Hitchcock.  But the things just don’t click as well as they do in other Hitchcock films.  It’s not quite as suspenseful, not quite as well acted, not as interesting.  Part of the problem might be what came before (The Lady Vanishes and Rebecca) and what was to come after (Suspicion and Mr. and Mrs. Smith).  But it is a good film, certainly not an embarrassment, even if it didn’t deserve its nomination in a year as loaded with great films as 1940.

Our Town: not the last time a Pulitzer Prize winning play is made into an okay film

Our Town

  • Director:  Sam Wood
  • Writer:  Thornton Wilder  /  Frank Craven  /  Harry Chandlee  (from the play by Wilder)
  • Producer:  Sol Lesser
  • Studio:  United Artists
  • Stars:  William Holden, Martha Scott
  • Oscar Nominations:  Picture, Actress (Scott), Original Score, Score, Sound, Interior Decoration (Black-and-White)
  • Length:  90 min
  • Genre:  Drama
  • Release Date:  24 May 1940
  • My Rating:  ***
  • My Rank:  #28  (year)  /  #389  (nominees)
  • Nighthawk Nominations:  none

The Film:  Some plays work better on stage than they do on film.  Not that Our Town is a bad film.  It is a perfectly decent film.  But it worked better on stage, partially because of the function of the narrator, partially because of the minimalist approach.  But as a film it never really gets off the ground.

So why is that?  Well, it’s not all that well acted.  Yes, Martha Scott was Oscar nominated, but she really didn’t deserve it, especially not over Greer Garson in Pride and Prejudice or Rosalind Russell in His Girl Friday.  She is no more than serviceable (in fact, in her whole career she was never more than serviceable).  William Holden was never really well cast as the All-American Boy.  He had a much better career after Billy Wilder freed the cynic within.  And then there’s just the film itself.  It seems a bit too stagey.  Never really seems to get off the ground.  Perhaps that’s why neither the play or the film have the reputation that they used to.  You don’t find a whole lot of revivals of the play and you won’t find a whole lot of people claiming that it deserved its nomination over Pinocchio and His Girl Friday.  It’s just another Best Picture nominee that didn’t deserve it.

one of the least deserved Oscars in history: Ginger Rogers for Kitty Foyle (1940)

Kitty Foyle

  • Director:  Sam Wood
  • Writer:  Donald Trumbo  /  Donald Ogden Stewart  (from the novel by Christopher Morley)
  • Producer:  David Hempstead
  • Studio:  RKO Radio
  • Stars:  Ginger Rogers, Dennis Morgan, James Craig
  • Oscar Nominations:  Picture, Director, Screenplay, Actress (Rogers), Sound
  • Length:  108 min
  • Genre:  Drama  (Romance)
  • Release Date:  27 December 1940
  • My Rating:  **.5
  • My Rank:  #60 (year)  /  #438  (nominees)
  • Nighthawk Nominations:  none

The Film:  Ginger Rogers deserved her Oscar.  Well, anyway, that’s what the back of the DVD says.  Which is stupid because the DVD is put out by Warner Bros., the same company that put out The Letter on DVD (they even have the same trailer for The Aviator).  Was it just hyperbole?  Or did those idiots really believe that Rogers was better than Davis was?  And neither was better than Katharine Hepburn.

Let’s face it.  Ginger Rogers was a capable actress.  She was very charming and affable in her films with Fred Astaire.  But she was never a particularly good dramatic actress.  Of course, it didn’t help that this film is really rather boring, simple, and let’s face it, stupid.  Rogers isn’t bad.  She just really isn’t all that good.  She’s a working woman who is forced to choose between a poor doctor or a rich bore.  She spends most of the film putting off the decision and we can’t help but wonder why either of them would want her in the first place.

So let’s just skip it.  It’s a bore, it’s proof that Dalton Trumbo, for all his reputation, had several films that weren’t worth remembering, and it contains one of the least deserving Oscar winning performances in history.

all this and boring too

All This and Heaven Too

  • Director:  Anatole Litvak
  • Writer:  Casey Robinson  (from the novel by Rachel Field)
  • Producer:  Warner Bros.
  • Studio:  Jack L. Warner  /  Hal B. Wallis  /  David Lewis
  • Stars:  Bette Davis, Charles Boyer, Barbara O’Neil
  • Oscar Nominations:  Picture, Supporting Actress (O’Neil), Cinematography (Black-and-White)
  • Length:  141 min
  • Genre:  Drama
  • Release Date:  13 July 1940
  • My Rating:  **
  • My Rank:  #65  (year)  /  #466  (nominees)
  • Nighthawk Nominations:  Costume Design

The Film:  According to information on the Net, this was designed as a response to Gone with the Wind, a big budget Warner Bros. costume drama with their big female star who been denied a role in the biggest film of all-time.  I am as dubious of these claims as I was of the ones that say that Jezebel was given to Davis because she wasn’t cast as Scarlett.  The latter claims are easy to disprove with help from the book Inside Warner Bros. (1935-1951), where the documentary evidence (say yay for archivists!!!) proves that Jezebel was being approved for Davis at a time when Gone with the Wind hadn’t even been published.  Nothing about this film is mentioned in the book, so we can’t know for certain.  But look at the film itself.  First, if they truly wanted a response to Wind, they would have made it in color to show off their sets and costumes (don’t claim that Warners didn’t have the money for that – their color film version of Robin Hood just two years before had been a huge success).  Second, they would have gotten more of their stars involved in it.  They had the stars available, they certainly would have use of them if this was their big production of the year.  Third, they would have pushed it a lot more like they eventually would The Letter, which earned seven nominations to this film’s four.

Then there is the film itself.  For all the problems with Wind, for all the melodrama and white-washing of history and bad lines, Gone with the Wind is never boring.  This film is dreadfully boring.  Not because it deals with a strange murder that might have helped bring about the 1848 Revolution in France, whereas Wind was dealing with the biggest story in American history: The Civil War.  But because it is just so simply dull.  The performances are dull (rarely has Bette Davis been so flat in a performance as she is here).  The story is fairly uninteresting.  Nothing about the way the film is made earns any kudos from me.  And the whole framing device — the idea of Davis telling the story to her young charges, is so overwhelmingly stupid, that I can’t believe they would even conceive of it.  Just watch Bette Davis in The Letter and remember 1940 that way instead.