Fred & Ginger get the last laugh in... Shall We Dance (1937)

When a popular screen team makes a number of films together, there are bound to be a few flicks that fall through the cracks. When it comes to Fred and Ginger, everyone knows the big three: The Gay Divorcee, Swing Time, and Top Hat. This doesn't necessarily make them the best of the duo's output, though. (Except for Top Hat. That one's near perfect.) I find myself drawn to the more neglected films, such as Follow the Fleet, Carefree, and the film I'm talking about today, Shall We Dance. A bubbly musical comedy about show business, Shall We Dance is a sharp-witted, superbly crafted confection with a nice helping of froth on top. When I created my ranking of Astaire and Rogers movies a few years ago, there was a reason why I listed SWD at #3.

Actually, there are many reasons. For starters, there is the phenomenal score by George and Ira Gershwin. Despite their immense popularity and proven successes, SWD was just the second film to commission the brothers and it became the only Fred and Ginger production they worked on due to George's untimely death at the age of 38. SWD gave us some of the brothers' best tunes, as well as some fantastic instrumental pieces from George.

Another reason to love SWD is the cast and crew. In addition to Astaire and Rogers, there is the always hilarious Edward Everett Horton, the perpetually put-upon Eric Blore, and a terrific supporting turn from Jerome Cowan. In the director's chair, we have the man pictured above, Mark Sandrich, who collaborated with Fred and Ginger a total of five times. (He also worked with Astaire on Holiday Inn.)

For all of the other reasons why I adore this film, I'll have to go a little more in detail...

After some fabulously Art Deco opening credits, we open on a Parisian ballet company rehearsing. Impresario Jeffrey Baird (Horton) is quite pleased with what he sees, until he walks in on his star, Petrov (Astaire), stomping out tap steps rather than perfecting his grand leap. Petrov, whose real name is Peter Peters, has discovered a whole new world: jazz. "I wish we could combine the technique of the ballet with the warmth and passion of" tap, he says to an exasperated Jeffrey. Although Peter does legitimately love tap, there is another reason for his epiphany and her name is Linda Keene (Rogers). Linda is a famous dancer and although they haven't met yet, Peter is in love. You can watch this scene here.

While Peter is swooning over her from afar, Linda is bemoaning her many deluded admirers. She finishes a routine in her show only to have her partner try to force himself on her and we're told that this isn't the first time this has happened. In her apartment, Linda tells her producer Arthur (Cowan) about her frustration: "Why do actors have to take the author's lines literally?" Linda decides to go back to America to marry an old beau named Jim Montgomery. At this point, Peter rings the doorbell. When the maid gives his card to Linda, she is less than enthused. "What's a Petrov?" she asks within earshot, leading Arthur to explain that he is a ballet giant. "That's all I need to make things
better -- a simpering toe dancer!"

Undeterred, Peter decides to have some fun with her. Pretending to have a ridiculous Russian accent and a colossal ego, he charges into the room, bossing Linda around and forcing her to "tweest." When Linda does twist, she makes a fool of herself, causing "the great Petrov" to lose his patience and sweep out of the room. Linda is dumbfounded and declares that she can't wait to sail to New York tomorrow. Good thing Peter overheard that part.

Back at the rehearsal hall, Jeffrey is meeting with
Denise (Ketti Gallian), a conniving woman who used to be a part of the troupe until she married rich. Now she is hoping to come back, which doesn't thrill Peter; similar to Linda's co-stars, Denise is relentless in her pursuit of Peter's affections. When Jeffrey re-hires the woman, Peter makes his position clear: if Jeffrey can get rid of Denise, Peter will go to New York to perform for the Metropolitan Ballet Company like Jeffrey has been hounding him to. He doesn't need to know that a certain blonde is involved...

The next day, Peter is boarding his ship when he is stopped by Denise, who has come to see him off. When she mentions Peter's wife, it dawns on him that Jeffrey mollified Denise by lying that Peter is happily married. On the ship's deck, Linda is surprised when she hears Peter speaking with reporters and realizes that she was duped. The jig is officially up when Peter slips back into his outrageous Russian accent and confused Jeffrey keeps asking if he has a cold.

Later, while everyone else in Peter's troupe is rehearsing, he is hanging out in the engine room with African-American workers who are doing a jam session to "Slap that Bass." It's just another step in Peter's journey outside of ballet, as evidenced by his dancing solo. He begins balletic moves and holds only to shake out of it and make a face. The noises of the engine room become part of the music, adding to the number's singularity.

While walking around the RKO lot, Astaire and collaborator Hermes Pan came across the sound of a cement mixer. Noting its peculiar rhythm, the men
decided to incorporate it into "Slap that Bass." George Gershwin actually filmed Fred performing this number on set; you can see the awesome color footage of it here. You can also see the finished "Slap that Bass" here.

Aware now that Peter only agreed to go to New York to follow Linda, Jeffrey isn't too happy. Peter doesn't much care, though, and he decides to get Jeffrey off his back for the evening by making him seasick. This scene is hilarious as Peter weaves around and around until he completely convinces Jeffrey that the ship is unstable. Jeffrey stumbles to the cocktail lounge and sits next to Arthur, who is drowning his sorrows in champagne.
You can watch it here.

Later, the two men have become completely drunk. My favorite exchange is when they're trying to see what time it is. Arthur asks his new friend what his watch says; Jeffrey holds it up to his ear and replies "It says 'tick tick tick tick tick tick.'" Edward Everett Horton co-starred in three Astaire/Rogers movies, but I think I love him the most in SWD. He's at peak silliness and although he can be a little mean about Ginger's character, we never dislike him or think he is malicious.

On the deck, Linda is walking her dog when Peter comes across her. (Side note: doesn't boat travel seem so glamorous in old movies? There is literally a deck space just for housing and walking your dog.) The music here is George Gershwin's instrumental piece "Walk the Dog," a result of the composer insisting on writing some music to underscore the film. "Walk the Dog" is such a whimsical piece and it's worked into the film perfectly when Peter decides to join Linda by paying to borrow someone's dog. Without a word, Astaire is in total synch with the music as he pulls out some cash in exchange for walking a stranger's dog. Linda isn't as easily charmed as I am, though. When Peter tries to apologize for his Russian ruse,
she shuts him down. The next day, Linda is again walking her dog when Peter comes bustling by with at least seven dogs dragging him -- even Linda's little dog joins them! Unable to stay mad anymore, the next time we see them, Linda and Peter are walking arm in arm and chatting away. When they stop so Linda can fix her dog's sweater, Peter admits that he can't believe his luck in finding a woman like Linda. "Beginner's Luck" isn't the best known of the Gershwins' output, but lesser Gershwin is still better than most people's best. You can watch "Beginner's Luck" here, which is also edited together with the "Walk the Dog" scenes!

Now that everything is great between our leads, you just know something has to come and break it up. Remember untrustworthy Denise? Well, she has told reporters that she is traveling to America to visit her friends Mr. and Mrs. Petrov. Since Linda and Peter have been spending time together, everyone on the ship believes that Linda is said Mrs. The rumor intensifies when two gossipy women see Linda knitting a new sweater for her dog and they assume it is for a baby.

It doesn't take long for the news to make it into the ship's bulletin, which stymies Jeffrey and Peter. "Why has this happened to me?" Jeffrey laments. "To you? It
hasn't even happened to me!" Peter points out. When he reads that Denise is the source of this information, light dawns for Peter. "Do you realize that you're the father of my child?" he asks a flabbergasted Jeffrey.

Because this whole mess is his fault, Peter tells Jeffrey he must clear the air with Linda or he won't dance at the Metropolitan. Little does he realize what a mistake that is. Jeffrey doesn't apologize to Linda; instead he opts to tell her that Peter has been trying to brush off Denise and so he used Linda to do it.

Furious, Linda convinces the ship to let her fly the rest
of the journey in the mail plane. (So unrealistic and so old Hollywood.) As she flies away, Arthur informs Peter of Jeffrey's lie. They confront the impresario, but Jeffrey is too pleased with himself to much care about the damage he has done. When the men are interrupted by a fire drill that Jeffrey wasn't told about, Peter and Arthur take advantage of his panic and pretend that there is a real fire. They weigh him down with lots of useless items and they send him running to the lifeboats half-dressed. It's a sweet revenge that never fails to amuse me.

In New York, Linda arrives at her hotel suite and meets with her fiancé, Jim (William Brisbane), to dispel the rumors of her marriage to Peter. Jim must be the weakest love interest Ginger Rogers ever had, but I think that's the point. Brisbane has this ridiculous facial expression and the script doesn't even try to make him a match for Peter. It doesn't need to since the plot doesn't really go for the love triangle aspect. Anyway, Peter soon arrives in the city and he just happens to pick the same hotel as Linda. Believing the newspapers, floor manager Cecil (Eric Blore) has placed Peter in the suite next to Linda. Ever the spoilsport, Jeffrey breaks the news to Cecil that the marriage is false, causing the flustered manager to run to the conjoining door, lock it, and keep the key. Cecil Flintridge, Protector of Women's Purity.

Over at Linda's that night, Arthur tells her that his rooftop joint hasn't been doing well without her star presence. She remains firm in her retirement, though, so he offers to throw her and Jim an engagement party on the roof. What he doesn't tell her is that he has invited Peter and Jeffrey. Arthur has another trick up his sleeve: he has a spotlight put on Linda and instructs the orchestra to play "They All Laughed," forcing her to perform. The conductor then announces that Linda has consented to dance for the audience with a surprise guest... Peter!

Catching on to Arthur's scheme, Peter jumps
on the stage and begins executing balletic leaps and twirls. Unable to move like him, Linda starts tap dancing and is amazed to learn that Peter can match her step for step. Watch the scene here. When Rogers was filming this number, she saw her good friend Cary Grant was standing beside the camera as he visited the set. "I looked straight at Cary," she recalled. "Now I had someone for whom to perform and Cary reacted beautifully. He was as good an audience as he was an actor." Grant also stayed to watch Rogers and Astaire perform the dance to "They All Laughed" a few times.

After seeing how sensational Linda and Peter are together, Arthur becomes more determined to keep fueling the rumor mill in the hopes that it breaks up Linda and Jim. His lackey, Charlie, says that the papers are backing off the marriage story because there isn't proof, so Arthur decides to make some proof. Remembering that they have a Linda mannequin that was going to be used in a scrapped number (convenient, nyet?), Arthur and Charlie sneak into Peter's room and photograph the mannequin sitting next to his sleeping body.

In the morning, Linda wakes up to see the pictures
plastered on the front page. She and Peter are trying to figure out what to do when Jim arrives to say that he thinks they should postpone announcing their engagement. Cecil then warns Linda and Peter that reporters are flooding the lobby. To avoid them, the couple slips out of the hotel and spends the day wandering around New York incognito. I have to believe that the film is making a joke here because all they do is wear sunglasses and hats, and Linda is wearing a monogrammed shirt with a big "LK" on the front.

While skating around Central Park, the duo sits down
for a rest and quickly start sniping at each other, seguing into "Let's Call the Whole Thing Off." Not only is this a fine comedic song for Fred and Ginger, it is also a reflection of their characters' contrasts (ballet/tap, varied pronunciations). The genesis of this tune came from George Gershwin's observation that Astaire and Rogers naturally said "either" differently. Because SWD was the seventh Astaire/Rogers film, everyone had to work to try and create something different while still adhering to the formula that made the duo so popular in the first place.

In his autobiography, Fred wrote that after hearing
what the plot was, he thought "there was plenty of scope for dance ideas we had not done before. The plot was rather complex but it made a good threadwork for our purposes." The tension between ballet, tap, and ballroom allowed for a lot of creativity, but they still needed an unforgettable piece like "Let's Call..." In My Story, Ginger claims that the idea of doing the number on roller skates was hers. She wrote that the scene "was a ball to do. We were free to laugh out loud at each other. ... Both Fred and I enjoyed it very much." In fact, Ginger enjoyed it so much that she and her then-beau Alfred Vanderbilt threw a big roller-skating party. The guest list included George Murphy, Cary Grant, Frank Morgan, Simone Simon, Humphrey Bogart, and many others. Below you'll find some snapshots of the event:

Ginger, Vanderbilt, George Gershwin

Vanderbilt and Ginger

Franchot Tone, Ginger, Vanderbilt, Joan Crawford, and unknown man

Back to the film! Linda and Peter try to figure out what they can do to kill the rumors, reasoning that they can't deny the marriage because of the pictures. "The only difference between us and other married people is we can't even get a divorce!" Peter remarks. This gives Linda an idea: if they got married right away, they could obtain a real divorce and the story would have to go away. Since everyone in New York knows them now, they head to New Jersey for the ceremony.

While Linda and Peter are getting married, Dastardly Denise has arrived at the hotel. When the front desk calls Jeffrey to let him know that Denise is on her way
up, Jeffrey calls Cecil and tells him to stop her because she is the one who started the rumor. Of course, Denise hears this and realizes the marriage isn't real. Guess who will definitely be chasing after Peter again?

On the ferry ride back to New York, Linda and Peter somberly talk about what they'll do after the divorce. Peter then sings the Oscar-nominated "They Can't Take That Away From Me" as a way to tell Linda he'll never forget her once this ordeal is over. This scene holds a lot of poignancy. It's a lovely, vulnerable moment in the film that takes a second to slow things down and demonstrate that Linda and Peter have a legitimate connection. Outside of the film, this song held a special significance for Ira Gershwin. When George suddenly died just two months after SWD's release, Ira was desolate. He and George were brothers, best friends, and perfectly matched songwriting partners. Ira wasn't sure how he could continue without George, until one day he was listening to the recording of "They Can't Take That Away From Me." Feeling that it was George telling him to carry on, Ira found the strength to continue his career.

Back at the hotel, Linda and Peter go to their separate rooms. Tired of the constant back and forth about the marriage's validity, Cecil stops by Linda's to get the truth straight from the source: "Tell me, Ms. Keene, are you Mrs. Petrov? Or should I say, Mrs. Petrov, are you Ms. Keene?" She confirms that they are wed, and judging by the smile on her face as she says it, I would say that Linda isn't as eager to divorce Peter as she thinks. Relieved, Cecil gives her the key to the conjoining door and leaves. With the camera placed outside of Linda and Peter's windows, the audience is able to watch them simultaneously as they both stare at the door that separates their suites. Linda puts the key
in but she doesn't turn it. She backs away in hesitation while Peter anxiously waits to see the door knob turn. They both sit and continue to nervously await what will happen.

When Linda heads to her front door at the same time that Peter's opens, we think we know who it is but we've been tricked. With a Cheshire Cat smile on her face, Denise walks in, ready to pounce. As Peter begs with her to leave, Linda gets the courage to open the conjoining door and becomes hurt by what she sees. She puts on a brave face, though, and confirms to Denise that they're married with absolutely no plans to
divorce. "You know, you are a lot more intelligent than you look," Denise remarks. "Why, thank you. I wish I could say the same of you," Ginger replies. She bids them goodnight, closes the door, and immediately leaves the hotel with suitcase in hand. (How did she pack so fast?) Meanwhile, Peter is delighted by Linda's "no divorce" comment. Once Denise is gone, he excitedly knocks on the conjoining door, only to find it locked again.

He goes to Arthur's room to ask where Linda is and learns that she just phoned Arthur to say she was going through with the divorce and with her marriage to Jim. Upset that his plotting got him nowhere, Arthur reveals that he was the one behind the pictures and shows Peter the disconcerting mannequin. Jeffrey then comes in with his own bad news: the Metropolitan has cancelled Peter's appearance due to the scandal with Linda. Since Arthur is without a star and Peter is without a show, they decide to join forces and quickly go into rehearsals.

On the night of the show, Linda appears in the audience with Jim and her lawyer. She has been trying to serve Peter divorce papers for weeks, but Arthur has managed to outmaneuver her every time, so she has come to do it personally. While watching the show, Linda sees that Peter has put their relationship into dance. It begins with ballet, i.e. the world he was immersed in before Linda came along. Peter wears his ballet costume from the beginning of the film, but as I noted in my post on the fashion of Fred and Ginger's characters, "the outfit is modified slightly with a shiny top and looser-fitting pants.
It's like the top half is Ballet and the lower half is Tap Dance, exemplifying Fred's character's association with both." Ballerina Harriet Hoctor represents Denise while a group of tap-dancing chorus girls wearing Linda Keene masks represent, well, Linda. Arthur explains to Linda that Peter wanted the masks because "if I can't dance with one Linda, I'll dance with dozens." It makes her realize that Peter really does love her, although the masks give me the creeps. Ginger felt the same way, saying "Every time the scene with the girls and the masks comes on the screen, I turn away because I just can't bear to look at that horrible mask and its dozen copies." Ginger also agrees with me that Harriet Hoctor's dancing, complete with intense backbends, is kind of sort of horrific: "I thought it was pretty awful, but couldn't say anything because people might have accused me of sour grapes."

Anyway, Linda goes backstage and switches places with one of the chorus girls. She slyly reveals herself onstage, but with all of the fake Lindas, it becomes difficult to find the real one. Once Peter does, though, they finish the number together and all is right in the world. You can see part of the finale here.

Although the Gershwins contributed a lot to SWD's success, it was actually another songwriting team that brought the film to fruition. Richards Rodgers and Lorenz Hart had conceived of a vehicle called On Your Toes as a film for Astaire in 1934. When Fred turned them down, they took the show to Broadway with Ray Bolger in Fred's part. On Your Toes introduced the song "Glad to Be Unhappy" and the astounding "Slaughter on Tenth Avenue," which you can see Gene Kelly and Vera-Ellen perform here. The triumph of the show convinced RKO producer Pandro S. Berman that a film about ballet could do well, thus SWD was put into motion. The similarities between the two properties is minimum. Both are about Russian ballet dancers and the clash between ballet and jazz, but that's about it.

Interestingly enough, SWD was supposed to be the last we would ever see of the Astaire/Rogers teaming. Itching to nourish careers outside of their partnership, the stars were ready to go their separate ways, but RKO knew a good thing when they saw one and soon put the pair into another musical, Carefree. After that film, Fred and Ginger finally ended their collaboration with The Story of Vernon and Irene Castle. Or so they thought. Ten years later, when Judy Garland had to drop out of The Barkleys of Broadway, Ginger was called upon to team back up with Fred and the result was a fitting conclusion to this magical partnership.

The Gershwins had a history with Astaire and Rogers before SWD. Their Broadway show Girl Crazy was a major breakthrough for Rogers, who introduced "Embraceable You" and "But Not for Me," two songs written specially for her. (And guess who consulted on the choreography? Fred!) Some time later, Ginger and George dated on and off for a little bit.

They also shared a friendship that Ginger cherished. In My Story, she recounts a lovely story of going to a paint supply store with George to pick up some of his framed works. He surprised with her a beautiful box of pastels that he had noticed her admiring and then he
invited her to watch him paint the next evening. Ginger asked to sketch George after looking over his shoulder for an hour, so he told her to pick any picture from the room to serve as her model. "I found a picture that I thought was striking," Ginger wrote, "but, alas, it wasn't George or Ira. It was Irving Berlin. ... When we went to dinner that night, George told his other guests that I had had the chutzpah to sit on his floor, in his house, and do a drawing of his rival, Irving Berlin. He added, 'You can see that she's crazy about me!' I was crazy about George Gershwin, and so was everyone who knew him."

When Ginger heard on the radio about his death, she realized that she had never opened the box of pastels he gave her. When she did, she found the receipt and, on the back of it, a self-portrait George had done.

Fred's history with the Gershwins was a bit longer than Ginger's -- after all, he was older than her and got started in show business earlier. Fred and his sister Adele started appearing in Gershwin shows in the 1920's and they all became great friends. Fred wound up introducing many of the brothers' hits, such as "Fascinatin' Rhythm" and "Funny Face." After SWD, Fred and Ginger took a break from each other by starring in A Damsel in Distress and Stage Door respectively. The Gershwin brothers provided the score for A Damsel in Distress, but as production went on, Astaire noticed that he hadn't seen George around that much.

"I called him on the phone, saying we missed him, and asked why we hadn't seen him," Astaire said. "He explained that he had been painting at home...and asked me to come to his house and see some of his work. It was that day I first heard of his being ill. He told me that several times while working on the score of Damsel, he had suffered terrific headache attacks and that on one occasion his hands would not function -- he could not play the piano. I had never known George to be ill. It seemed incredible. Only a few weeks later he died, shortly after an operation." George's last words were Fred's name.

A remarkable musical as well as a delicious comedy, Shall We Dance is simply one of Fred and Ginger's best. With a sparkling screenplay, gorgeous numbers, unbelievable sets and costumes, and a hilarious cast, you won't find much else that is better than this.


This is my second contribution to En Pointe: the Ballet Blogathon, co-hosted by Christina Wehner and myself. Check out the amazing roster of participants here.


  1. Great review! I always really liked this one, too. So many good dances and songs. It seems like more than half the songs in that single movie went on to become standards. I always end up singing those songs for weeks afterwards.

    I have to admit that the idea of Astaire as a ballet dancer is a pretty hilarious idea in itself, but he seems to have a lot of fun with it. That bemused look Ginger Rogers gives him during They All Laughed when he comes leaping up always cracks me up.

    Oh, those masks! Yes, I agree. Sometimes the things Hollywood thinks of is amazing! :)

    1. Thanks! It is funny that Fred played a ballet dancer, especially when you read that he liked to leave the more balletic stuff to Gene Kelly. I like that when we are introduced to his character, we're expecting him to be this great ballet artist... and then Jeffrey opens the door and he's tapping up a storm like he always does. I think the film does a good job, though, in showing a progression from ballet to tap in his character.

      There must have been something about Ginger's face that Hollywood couldn't get right. I can't tell you how many times I've seen a poster for one of her films and I think "Has this artist ever seen Ginger?!"

    2. I love Shall We Dance only for the presentation of Gershwin. Perhaps next time around I will learn to appreciate the other aspects of the movie. It will be nice to move it up the ladder of my estimation.

      PS: Great screen caps.

    3. I hope you do give it another chance. It can be a rather clever film.

      Thanks! I have a slight obsession with getting just the right screen caps, so I'm glad you appreciate them.

  2. Sounds like a lovely film! That Cary Grant story is beautiful too.

    1. Isn't that story lovely? Cary and Ginger were great friends, which inexplicably makes me really happy.

      Thanks for reading!

  3. Loved how much you reminded me of all the great points of this film. Cowan is a favorite in it. And how fun to learn of Ginger's party and to know she shared my horror of the masks and some of the dancing (not hers) in that final number. The music is so good, and you've given such great context on it. Fantastic post.

    1. Thanks so much! I adore Jerome Cowan in this movie. He really stood out to me when I first saw it, which is saying a lot considering the company he was keeping.

      I was so relieved to read what Ginger thought of that finale. I thought I was the only one who hated those masks and Harriet Hoctor's dancing.

      The Gershwins were just the best. I love discovering those kinds of tidbits about them and their songs.

  4. So glad I found your blog! I've just started watching Fred and Ginger films - seen three thus far and tonight's was "Shall We Dance". I think the dance numbers in this were particularly spectacular and both seem at the top of their form. The plot/characters/dialogue in "Top Hat" is still my absolute favorite thus far. Absolutely love Eric Blore in all these films!

    1. Agreed on all counts! Top Hat is my favorite as well, but Shall We Dance, Carefree, and Follow the Fleet are quite fantastic (and underrated), too!

      Thanks for commenting, and I hope you enjoy exploring my blog! :)


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