Airdate: November 12th, 1959
Teleplay by Abram S. Ginnes and Robert C. Dennis
Story by Abram S. Ginnes
Directed by Roger Kay 
Produced by Sidney Marshall 
Director of Photography Charles Straumer 
Special Guest Star Cameron Mitchell
Featuring Joseph Buloff, Renee Sullivan, Ted de Corsia and Timothy Carey

“Chicago, summer of 1933. In less than a year, the long unworkable era of Prohibition would come to an end. But the byproducts spawned by that era, the hoodlums, gangsters, the viscous members of syndicated crime were determined to live on. Many of them were already turning away from liquor to other lucrative fields of crime: the numbers racket, call girls, gambling, dope. But in Chicago, in that year 1933, one of the most successful of the gangsters had other ideas. He was already well on his way to accomplishing them. His name: Jim Harrington, better known to the mobs as Big Jim.”

Mobster “Big Jim” Harrington aims to expand his operation by extorting night club owners like Benny Hoff into handing over their successful operations and sees up-and-coming Johnny Paycheck as a talent worth employing in his expanding operation. When Hoff, a friend of Paycheck, reaches out to Ness with information on Harrington’s brewery, he’s ruthlessly murdered, forcing Paycheck to confront him.


This episode, drawing its name from a pop song of the period, might be insufferable to watch were it not for a deliciously heinous character named Loxie, played by Tim Cary. Appearing intoxicated by his own dementia and channeling a horror movie villain from an earlier era, he has a weakness for lighting things aflame, including recalcitrant nightclub proprietors.

Apart from Loxie and a well-written Winchell intro, “Ain’t We Got Fun” is a long, ponderous and depressing melodrama, a fact reluctantly confronted months earlier in production by Quinn Martin and a reality that had not gone unnoticed by ABC President Thomas Moore.


Mid-November gave audiences two of The Untouchables weakest efforts, which include “Ain’t We Got Fun” and “Mexican Stake-Out.” The imbalance of the First Season can be traced back to just before the series aired.

In a letter to Moore, Pete Peterson, a script reader for ABC warned that “[the scripts] were not as dynamic and exciting as other episodes. Believe what makes this show interesting to viewers is its action and suspense. When it gets talky, it loses its appeal.”

On December 3rd, three weeks after this episode aired, Moore wrote the following to series Producer Quinn Martin:

“We have been advised that two of the recent episodes of The Untouchables, Mexican Stakeout and “Ain’t We Got Fun” lacked some of the dynamic excitement of the earlier episodes. Our program people who evaluate the scripts advise us there is a tenancy of the recent episodes to become “talky” and as a result, much of the action and suspense is lost. I hope that you will give careful attention to maintaining this action and suspense in future episodes. As you know there has been a softening in the ratings which may or may not be a result of this talkiness, but certainly we should watch it carefully.”

Produced months earlier and now airing in the Fall of 1959, these “talky” episodes showed the initial divide between Quinn Martin and producer Norman Retchin, whose tastes were in misalignment from the very start. Martin sought slick results from cheaper screenwriters and Retchin wanted class from playwrights and upper crust authors. In his effort to create a “prestige series,” Retchin had campaigned to hire polished and expensive New York writers for a handful of early scripts. He would later admit that it was a struggle to get finished works from even accomplished authors.

In fact, the drive to hire East Coast talent is easily part of what made the First Season so imbalanced in terms of quality, pacing, and performance. In retrospect, it’s not difficult to draw a connection between the early missteps of the series and the writer’s choices, in particular with episodes like Syndicate Sanctuary and “Ain’t We Got Fun?” These episodes do not feel cohesive and often leave The Untouchables themselves in the literal backdrop. In this episode, they have almost zero influence on the Paycheck storyline. With this in mind, it’s no wonder Martin developed a reputation for writing, re-writing and rejecting so many scripts early on in production, but he was often forced to push them into production to meet Desilu’s schedule.

Facing fast-approaching television deadlines on an expensive new television show, it’s very likely that the authors corralled by Retchin were actually cobbling together their own pre-existing, second-hand storylines and characters, changing enough of the details to insert them into Eliot Ness’ backyard.

This author concludes that “Ain’t We Got Fun” was perhaps originally just a story about a stand-up comic caught in the criminal underworld. This kind of approach may also explain why Jake Lingle has but a cameo in an episode named after him, why Bugs Moran plays second fiddle to a union president in the episode before this or why the screenwriters send Eliot Ness to Mexico in the following week’s episode. There is as of yet no overarching theme to the anthology series and Stack’s Ness has yet to become the Treasury department’s avenging angel of death.

“There is conflict,” wrote Retchin to the Studio earlier that September, “I have wasted hours listening to [Quinn] over the past weeks tell me how he, Quinn, saved the original two-parter by rewriting Monash and then saving the director in the cutting room…Perhaps Quinn is a savior and those whom he cannot save, he gets rid of.”

Indeed, Retchin’s time as a producer was over almost as quickly as it began and Martin dismissed him for insubordination, which freed him to seize control of the series in blood-and-guts fashion. While Retchin’s name would still appear on most of the First Season’s episodes, his influence would largely diminish after the first six episodes. Bizarrely, many of the story, character and pacing problems that surface in the First Season will return in the Fourth Season.

In a letter to Ted Jardine of J. Walter Thompson, which represented sponsor Seven-Up at the time, he wrote: “that Martin wants to concentrate on the slam bang stuff and this isn’t my cup of tea.”

Thankfully for audiences, Quinn Martin’s own distinct formula for the series was still brewing.

Early series Producer Norman Retchin admits that the formula that will ultimately make The Untouchables a powerhouse is not his “cup of tea.”


JOHNNY PAYCHEK: Big Jim Harrington, one of Chicago’s leading florists.


• If the name Phyills Coates doesn’t ring familiar, the sound of her voice should. She was Lois Lane in the original Adventures of Superman. She had to wear a piece of extra jewlery strategically located on a revealing dress in this episode in order to avoid upsetting the network censors – network censors untroubled with the spectacle of meat hooks bearing deceased mobsters or cars running down night club owners in alleyways.
• Ness rarely has a history, let alone a friendship, with anyone on the wrong side of the law, but he clearly has a rapport with Benny, a nightclub owner. While it’s left largely unexplained, Ness alludes to Benny’s history of helping people out. This tenuous connection is really the only way to connect The Untouchables to the story and it comes at the expense of the Ness we’ll come to know and love.
Benny observes that he hasn’t seen Ness in a while and Ness explains he’s been out of town – perhaps some unusual and wholly unnecessary continuity from the previous episode where Ness was in Washington despite the change in year.
• Two random additional men appear in Ness’ briefing before the brewery raid, but then are not there during the raid itself. Phantom Untouchables again.
• Rossi is the second Untouchable in the series to get shot and as will become customary, it means nothing.
• This soundtrack of this episode is guilty of something many First Season episodes did with only a limited number of original music queues on hand: it uses themes reserved for Ness and his men in two scenes with hoodlums. While it’s not as obvious now, the producers will make an overt choice in the Second Season to keep certain musical cues for Eliot and Eliot alone once they expand the music library the following season.


• “Ain’t We Got Fun” was a foxtrot originally published in 1921. A Peggy Lee recording, with series composer Nelson Riddle providing his Orchestra, was released in 1959.

Kelly Lynch

Kelly Lynch

Kelly Lynch is a filmmaker and marketing professional whose award-winning work and love for cinema were largely influenced by his early exposure to The Untouchables, thanks to his father’s own fascination with the series. In addition to recompiling his father's book and research on the program, Lynch has also spent years researching, watching, collecting and studying the artistic and cultural impact of the program.