It was made by MGM, adapted for the screen by John Lee Mahin, produced by Arthur Freed and directed by George Sidney.

Filmed previously in 1929 and in 1936, this third adaptation of Show Boat was shot in Technicolor in the typical MGM lavish style, while the basic plot remains unchanged.

[4] When the show boat Cotton Blossom arrives in a Mississippi town to give a performance, a fistfight breaks out between leading man Steve Baker and Pete, the boat's engineer who has been making passes at Steve's wife, leading lady Julie La Verne.

Ellie Shipley and Frank Schultz, formerly the dance team on the show boat, take Magnolia to audition at the Trocadero nightclub, not realizing the club already has a singer: Julie Baker.

Frank and Ellie, rather than being portrayed as unsophisticated, barely talented dancers as in the show, were made into a rather debonair couple in the style of Fred Astaire and Ginger Rogers.

The aspects of the original stage version dealing with racial inequality, especially the story line concerning miscegenation, were highly sanitized and deemphasized, although the interracial subplot was retained.

Bosley Crowther of The New York Times wrote a rave review, calling the film "so magnificent in so many ways" that it put the 1936 version "in the shade," for no previous screen version of the stage musical had ever been presented "in anything like the visual splendor and richness of musical score as are tastefully brought together in this brilliant re-creation of the show.

Freed has dealt out his physical production values with a lavish and elegant hand, dressing the presentation with a sight appeal in keeping with the tune worth, and they have been brilliantly captured on film by Charles Rosher's cameras.

"[12] Richard L. Coe of The Washington Post wrote, "Old 'Show Boat' fans will admire this immensely and new ones will be won for what has been one of the most satisfying of our musical plays.

"[13] John McCarten of The New Yorker wrote that "it will do for a summer's evening," but thought that only William Warfield measured up to any cast members of previous versions and that the other players on hand were "unobjectionable but hardly praiseworthy.

"[14] The Monthly Film Bulletin wrote, "Although the musical numbers retain their original appeal, they are, in most cases, executed without much imagination or charm.

Kathryn Grayson makes an indifferent Magnolia, Ava Gardner a bewildered and, at times, ludicrously over-empathic Julie.

[3] Among recent critics, Garry Giddins stated that "MGM made a brash, highly successful Technicolor show", but "cleansing the material of racial complexity, period authenticity, and general sophistication" in contrast to other stage productions and the 1936 film.

Giddins stated that it is "not a terrible movie, but it’s not much of a Show Boat, beyond introducing, in the greatly reduced part of Joe, the marvelous William Warfield (...)".