With restoration funded for the UCLA Film and Television Archive by a government grant to the American Film Institute and privately by Republic Pictures and the David and Lucile Packard Program, the 117-minute I’ve Always Loved You recently screened at TCM’s Classic Film Festival. The 1946 picture is filled with romantic notions, scenes and music and it’s as melodramatic as any other mid-Forties romance.

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But something is different about this movie. Based on a Borden Chase (Red River) short story titled “Concerto” about Chase’s pianist wife (and their daughter, the audience learned before the screening, later danced with Fred Astaire), I’ve Always Loved You features two stunning performances of composer Sergei Rachmaninoff’s 2nd Piano Concerto—both played as a duel between a female pianist and her male conductor—by artists entangled in a toxic affair. This rarely seen classic was directed for Republic Pictures, a small studio known for low-budget Westerns, by Oscar-winning director Frank Borzage (The Mortal Storm, A Farewell to Arms, Stage Door Canteen). The $2 million budget bought Technicolor for the first time and Arthur Rubinstein playing the piano.

A fresh-faced young pianist named Myra (Catherine McLeod) falls in love with an alpha male maestro (Philip Dorn) named Leopold Goronoff, who insists that music at its finest is for men to play and women to experience. This does not dissuade Myra either from pursuing her passion for learning music from the master—nor him from tutoring and hiring the young farm woman—or prevent Myra from falling for the handsome but eccentric conductor. Myra knows her talent but utters “yes, master” over and again in order to gain new knowledge and practice, childlike in her confidence that he will see her for the perfect pupil—and devotee—she is. Theirs is a student-teacher storm warning.

This is not completely lost on the strong, wholesome farm hand (William Carter) back home who has a thing for Myra and has no problem expressing himself. Borzage contrasts these two men as counterparts caught between Myra’s escalating unease with her emerging musical skill, her unrequited love for Goronoff and the unrequited affection of the man who runs her father’s idyllic Pennsylvania farm. Maria Ouspenskaya (Dodsworth, Waterloo Bridge, The Mortal Storm) stars as the maestro’s rational, knowing grandmother in one of her last roles before she died.

As Myra, McLeod captures the character’s worship, intensity and confusion, making her most rash or shocking choices more plausible, which is pivotal in a picture this loaded with sweeps, turns and gloriously romantic music. Dorn, too, makes his neurotically masculine master appealing enough to see why women swoon over him. Ouspenskaya, too, as a grandmother tenderly taking to Myra and calling her “Butterball”, and Carter as the simple outdoorsman pining for a woman musician, are convincing. Add the mad, swirling sense of something ominous that seeps into the concerts and I’ve Always Loved You culminates at Carnegie Hall.

Though by the time this picture was released, both The Seventh Veil and Brief Encounter had already used Rachmaninoff’s 2nd Piano Concerto, here performing music is integral to plot and character development and achieve an unusually engaging effect. I’ve Always Loved You manages under Borzage’s direction to be both highly romantic and conflicted without being totally shameless in execution and Rubinstein’s piano playing, however flawed its depiction (so I’m informed by someone who knows about these things), furiously plays into a rewarding final deliverance.