Love isn't easy for Rita and Gene in... Cover Girl (1944)

One of my favorite musicals has got to be Cover Girl, an underrated film that stars two of my favorite actors, Rita Hayworth and Gene Kelly. Oddly enough, Columbia had to be convinced to hire Kelly. In 1944, he wasn't yet known for his inventive routines and his skillful directing. Dennis Morgan was actually who Columbia wanted first, but producer Arthur Schwartz was able to convince studio head Harry Cohn that Kelly was right for the role, even after Cohn reportedly said "That tough Irish face! He can't be in the same frame as Rita, my Rita!" (Um, how dare you, sir. Gene was beautiful.) Gene was lured to the project by Schwartz, who promised that he could choreograph, something he hadn't been able to do at MGM. In the end, Schwartz's choice was validated and Kelly more than proved his mettle.

We open at a Brooklyn nightclub where a line of chorus girls appear from behind a curtain one by one as they sing "The Show Must Go On." One of these girls is Rusty Parker (Hayworth), a stunning redhead with a dazzling smile. As the women perform, we see that this joint isn't exactly first-rate -- their singing isn't great and their dancing is sometimes out of sync. From backstage, the club's owner and choreographer, Danny McGuire (Kelly), cringes at the performance and he tells the ladies as they head to their dressing room that he wants them to show up for rehearsals at 9 am instead of the usual 10 am. They aren't thrilled, but they know better than to pick a fight with Danny. Except for Maurine
(Leslie Brooks). She explains to the women that she has a very important appointment at 9 am: a casting call at Vanity Magazine to find the publication's "Golden Wedding Girl." Danny has always preached that stardom should come from your talent and not your looks, but Maurine makes an interesting case...

The next morning at the offices of John Coudair (Otto Kruger), Vanity's editor-in-chief, we see that Rusty was persuaded by Maurine's words, even though she is dating Danny and he would be furious with her. Rusty really doesn't have much confidence that she'll win anyway, especially after she sees the many beautiful
women who have shown up. Interviewing all of them is Cornelia "Stonewall" Jackson (Eve Arden), Mr. Coudair's right-hand woman. She's fed up with this contest and it's easy to see why. Maurine is the first to be called in and right away she puts on an act. She can't stop posing and she pretends to be sweet. This is kind of undercut when Stonewall motions for her to stand up and she lifts up her skirt to show off her legs instead. Stonewall explains that the magazine is looking for someone "quiet and demure. After all, the cover is a bride!"

Seeing a chance to sabotage Rusty, Maurine advises her to be animated and chatty. Rusty follows her instructions and positively frightens Stonewall, who ushers her out of her office as quick as she can. You can watch the scene here. Later, Stonewall updates Coudair on the contest and tells him that the only woman she felt looked "new" enough for the cover was Maurine. The two of them decide to go to Danny's club to check Maurine out in her "natural habitat."

Back at the club, Rusty is feeling depressed about the interview and talks to Danny about it. He doesn't explode, but rather gently tells her that the magazine was crazy for not wanting her. However, he still believes that hard work will get you further than superficial fame and jokingly calls Rusty "Shortcut Susan," to which she responds "Oh, Hard Way McGuire." These two are absolutely adorable. I love that Danny has nicknamed her "chicken" and the way they look at each other is so romantic. It's just cuteness overload.

Their sweet moment is interrupted by Genius (Phil Silvers), their best friend and the club's comedian. He goes onstage and performs "Who's Complaining?" This song is a reminder that this film was made during WWII as Genius sings about the rationing and the substitutions Americans have to deal with to help the war. Genius then encounters four women who sing of the sacrifices they'd had to make for the soldiers, such as trading in their nylon stockings for cotton. In the audience, Coudair becomes enchanted by the sight of Rusty and tells Stonewall to bring the girl to his office in the morning.

Stonewall is shocked by her boss's decision until they go back to his house and he hands her a show program from 1904. On the cover is none other than Rusty! Well, actually, it's a woman named Maribelle, a singer who looks remarkably like Rusty. While Coudair reminisces, the film flashes back to the first time he saw Maribelle, which was when she performed a song called "Sure Thing." (Hayworth's voice, by the way, was dubbed by Martha Mears.) Despite Maribelle's romance with a piano player, Coudair instantly fell in love with her and promised her a life of luxury.

Back in Brooklyn, Danny, Rusty, and Genius go to their favorite oyster bar and get their usual order of oysters, despite all three of them hating the mollusk. It's all part of a ritual they've had for the past six months. Every Friday night, they order the oysters to try and find a pearl, the pearl representing that great things are about to come to them. When they come up empty-handed, they console themselves with the mantra "There's always tomorrow," which segues into "Make Way for Tomorrow," with lyrics by both Gershwin and E.Y. Harburg. The three take their merrymaking outside as they dance through the streets. It's a fun number and one of several that Gene Kelly did on a street set (Singin' in the
Rain, It's Always Fair Weather...). For this routine, Kelly removed many of the soundstage's walls so that they could move along the set in one take.

"Make Way for Tomorrow" ends at the apartment building where Danny and Genius live across from Rusty (how scandalous!). Outside of Rusty's door they find a telegram asking her to come to Vanity. Rusty immediately becomes distracted, which worries Danny and Genius. Unwilling to see the group break up, Genius talks Rusty into ripping up the telegram. When he goes back out to the hallway, though, he sees Rusty quickly picking up the pieces.

The next day, Rusty goes to Coudair's office, where Stonewall is relieved to see she has mellowed out. As they're talking, Coudair finds out that Maribelle was Rusty's grandmother, but he doesn't reveal his own connection to the woman. Coudair does, however, hire Rusty as their cover girl and whisks her off to a photo shoot. The scene turns pretty meta as we see Rusty getting ready and posing for the shoot, something Rita Hayworth surely did thousands of times. The ironic thing is the makeover Rusty is given makes her look exactly like she did before, but it's still an interesting montage.

It doesn't take long for Rusty's cover to hit the stands. At the club, Genius tries to hide the picture from Danny, but it's to no avail. To his credit, Danny congratulates Rusty, who admits that although she knows it's only been a day, the cover hasn't changed her life like she excepted. "This puts me in a great spot, chicken," Danny says. "If I'm sorry nothing came of it, I'm a liar. If I'm glad, I'm a heel." Well, at least he is honest. Our lovebirds have spoken too soon, though -- in no time, the newspapers are recommending Danny's club to see Rusty in person. One of these recommendations actually pop up in another Hayworth musical, Down to Earth! You can compare the two below. The Kitty Pendleton mentioned in the second screenshot refers to Hayworth's character in Down to Earth and I've outlined the piece that is from Cover Girl.

Thanks to Rusty's picture, Danny's club sees a major boost in popularity, allowing him to get new sets and costumes so he can create such numbers as "Put Me to the Test." Set at a dress shop, Danny plays an employee who falls for a model portrayed by Rusty. It's lovely to see Kelly and Hayworth dance such a fantastic routine together. I always forget what a great dancer Hayworth was; I think a lot of people do since the shadow of Gilda has so overwhelmed her career. Someone who doesn't overlook the lady's talent is Noel Wheaton (Lee Bowman), a stage impresario who has been brought to see Rusty by Coudair. Backstage, Noel asks Rusty to come work for him, a decision that Danny says is completely up
to her. Rusty doesn't say "no," but she doesn't say "yes," either.

After the club has closed for the night, Genius plays the piano while Danny changes lightbulbs. As Rusty walks in wearing a fancy new dress a store sent her for free, Danny, unaware that she is there, laments the possibility that he will lose her. The dialogue here is precious.

Danny: "Best goodbye music I ever danced to. ... To see a thing like that happen right under your nose, something you've wanted for someone all their life."
Rusty: "You haven't known me all my life."
Danny, realizing she is there: "Six months then."
R: "Seven."
D: "Seven then."
R: "Seven months, three days, four hours, and twenty-three minutes. It was Tuesday."

Rusty then begins to sing  "Long Ago and Far Away," one of the most romantic songs Jerome Kern and Ira Gershwin were ever part of. The men earned an Oscar nomination for Best Original Song for the tune, but Johnny Burke and Jimmy Van Heusen took
home the award for Going My Way's "Swinging on a Star." As much as I love this scene, it does feel like a bit of a missed opportunity when it comes to the dancing. Danny finally gives in to the song and duets with Rusty; they then twirl around the tables, Hayworth executes some impressive backbends, and then they slowly stroll off, arm in arm. I think this moment deserved a longer dance, something elegantly sensual and romantic to match the mood. I have no doubt that Gene and Rita could have pulled this off wonderfully.

Despite this affirmation of their love, Rusty's fame starts to become too much. Noel won't stop sending her flowers, turning the club into a greenhouse; reporters are crawling everywhere, making it hard for anyone to work, including the chef; autograph hounds burst in all the time. While Danny tries to deal with all of this, Noel and Coudair are plotting how to lure Rusty to Broadway, a task that Stonewall knows won't be easy since Rusty loves Danny and seems content where she is. Luckily for Noel and Coudair, Danny is reaching a breaking point. When Rusty wants to skip one show to go to a dinner for Vanity's 50th anniversary, Danny refuses. He thinks that Coudair looks down on his club (which he does) and he
believes that their show is just as important as this dinner. It's an understandable position, but so is Rusty's -- the only reason why Danny's club is doing so well right now is because of Coudair and his magazine. Danny is all too aware of this truth, but it still stings when Rusty ultimately does miss the show.

Before he can lick his wounds, though, Genius informs him that Coudair called and invited him to pick Rusty up from the dinner. After all, it's Friday night and their tradition at Joe's oyster bar is waiting! When Danny arrives at Coudair's house, he finds the place empty and figures out he is really there for an ambush. Coudair
tries to convince Danny to let Rusty go for the sake of her career, leading both men to accuse the other of not letting her make up her own mind. As they're talking, Danny spies a portrait of Maribelle, causing Coudair to once again go down memory lane.

He recounts taking Maribelle, now his fiancée, to meet his mother and how humiliating the encounter was for Maribelle. To get back at Coudair, she continually performed the number "Poor John" until everyone became aware that she was singing about Coudair. "Poor John," by the way, was written by Henry E. Pether and Fred W. Leigh, not Kern and Gershwin. Also, you might
notice during the song that Hayworth's singing is done with a weird Cockney accent. That's because she is performing alongside men dressed as pearlies, who were associated with London's working class, hence the accent. I'm not sure why the film made the connection between this song and pearlies, though. Anyway, an angry Coudair confronted Maribelle in her dressing room. She told him that she was exactly where she belonged and she was still in love with the piano player, but Coudair refused to listen and insisted they go through with their marriage.

Unsurprisingly, nothing about this story changes Danny's mind. He may not be able to give Rusty the bright lights of Broadway, but they love each other and her talent will get her somewhere someday. What Danny is ignoring is the fact that, yes, Rusty's cover was the reason why she initially got her fifteen minutes of fame, but it wasn't until Noel saw her dancing that he offered her a job. He knows she is good and he wants to capitalize on it. Since his endless floral arrangements didn't do anything, Noel takes Rusty to his theater to show her what she is missing out on. He encourages her to try out the empty stage, so she spins and glides all over it.

While she is having the time of her life, Danny and Genius sadly wait for her at Joe's. When it becomes obvious that Rusty isn't going to come, Danny goes for a walk alone. As he attempts to come to terms with Rusty's fame and what that means for them, he glances at his reflection in a store window only to see it take on a life of its own. The infamous "Alter Ego Dance" is the manifestation of Danny's inner struggle. It's also just a genius piece of cinema. Using trick photography to dance with an imaginary version of himself, Kelly endured what he often called his most difficult routine. Thanks to superimposition, he could achieve the
appearance of his double, but there were still two problems: he had to dance perfectly as Danny and Danny's reflection, and he needed to make sure all of this was done without looking too gimmicky or cheesy.

To help him, Kelly brought to the film Stanley Donen, a young man who was in the chorus of Kelly's breakthrough show Pal Joey. Donen and Kelly became friends and, starting on Cover Girl, collaborators who would craft some of Hollywood's best films. Donen helped with Cover Girl's choreography and during the "Alter Ego Dance," he stood by the cameraman and instructed him on the timing of the camera's movements since he and Kelly wanted fluid shots that moved along the street rather than something static. Director Charles Vidor actually didn't believe the number could be done and he shut down production! "He never thought you could do that dance," Kelly recalled. "He laughed and left. So that was great. I had all this freedom."

Back to the plot! It's the next morning and Rusty comes to rehearsal to find Maurine singing one of her songs. Because Rusty was late (and because he feels hurt), Danny gave the number to her. To make matters worse, Rusty tries to tell Danny about her experience at Noel's theater, but before we can hear what she has decided regarding her career, Danny picks a fight. It's miserable to watch, especially because it causes Rusty to do the one thing Danny dreaded: leave him. The thing about this scene is I can never tell if he is purposely pushing her away, the idea being that she'd be better off without him. It's a tricky moment.

We jump ahead a few months to the opening of Rusty's new show, which contains a bizarre routine revolving around cover girls. It's very similar to what would later come in Easter Parade ("The Girl on the Magazine Cover") and Singin' in the Rain ("Beautiful Girl"), where women would just pose in nice clothes and it was set to music and sometimes narrated. I'm not a fan of these numbers, but I still took a lot of screenshots that you can check out at the end of my post. It's pretty disappointing that we have to endure this number but we couldn't get a full-fledged dance to "Long Ago and Far Away." The only thing that makes it better is Hayworth's portion. The curtains open, revealing a large and curvy runway that Rusty runs down while a group of men in blue suits wait at its end. She then does some Vera-Ellen-level lifts and taps, only to run back up the runway as gold confetti rains down. It's super weird but I enjoy it.

After the show, Noel proposes to Rusty. Before she can give her answer, she goes to Danny's club, but the place is empty. When she learns that Danny closed it down and is currently entertaining at army camps with Genius, Rusty goes to Joe's and promptly gets drunk. When Coudair and Noel find her, Coudair starts to wonder if he did the right thing in meddling with Rusty's life.

Elsewhere, Genius and Danny are entertaining some troops in a moving truck. They perform a comedic rendition of "Put Me to the Test" with lots of silly verses. Kelly and Silvers look like they're having such a ball with their routine. The fun is interrupted, though, when the truck abruptly stops, sending everyone flying. By sheer coincidence, a billboard beside the men features Rusty's face. As Danny sadly stares at it, he overhears one of the soldiers say he saw in the paper that Rusty was getting married. Well, that's depressing.

Soon after that, Danny and Genius return to Brooklyn. They arrive at Joe's to a hearty welcome. There is even a poignant moment where Danny sits in his usual spot, leaving a space between Genius and him for Rusty. He quickly moves over and fills the seat himself. Then comes the gut punch: Joe tells the guys that Rusty is getting married that very night. Dismayed, Danny absentmindedly cracks open his oyster and finds a pearl. Without Rusty, though, it doesn't matter. He throws the pearl onto his plate and pushes it away.

Genius can't sit by and watch this. He takes the pearl to Coudair's
house, where the wedding is taking place, and asks him to give it to Rusty. Once he leaves, the wedding starts and Stonewall forces her boss into handing Rusty the pearl as the bridal party walks to the altar. When Rusty begins to cry, Coudair tells her she has the chance to back out of the wedding like her grandmother did. He finally comes clean about his connection to Maribelle and relates how she left him at the altar because her heart was really with the piano player. With the strains of "Long Ago and Far Away" in the air, Rusty confesses to Noel that she can't go through with it, an admission that he actually takes really, really well.

Back at Joe's, Danny is humming "Long Ago and Far Away" to himself when he suddenly hears Rusty singing it. He looks up to see her in the doorway, the wind softly blowing to create that perfect ethereal appearance. They embrace, causing Genius to break into a reprise of "Make Way for Tomorrow." Our happy trio then takes to the streets, giddily singing and dancing. You can watch this scene, starting with the wedding, here.

Cover Girl is notable for quite a few things. It was Columbia's first Technicolor musical, and songwriter Arthur Schwartz's first film that he produced. It was a huge success at the box office and it was a great boost to the careers of both Hayworth and Kelly. MGM was finally forced to see what a brilliant, creative force Kelly was. From this film on, he was able to craft his own dances. With Cover Girl being a triumph, Columbia bought the rights to Pal Joey and planned on re-teaming Hayworth and Kelly. In an ironic twist, now that Columbia demonstrated what a star Kelly was, MGM didn't want to loan him out for the project. When Columbia finally did make Pal Joey, it was in 1957 with Kelly's best friend Frank Sinatra, Kim Novak, and... Rita Hayworth. Read more about it here.

Hayworth had a wonderful experience making Cover Girl. "We had a sensational time with Gene and Phil," she later said. "I knew we had a rapport -- they were both so great to work with. It was a happy time. I didn't know we were doing anything special, but you knew it was going to be good because it felt good making it." As it happens, it was during production on this film that Hayworth married Orson Welles.

Throughout the movie, there isn't a moment where Hayworth doesn't look luminous. She is easily one of the most breathtaking women I've ever seen, and I always love watching her perform. She was a natural entertainer with unwavering charisma and sensuality. I just adore her in this movie. She was such a great match for Gene, too. Hayworth wound up being one of the six lucky women who danced with both Gene and Fred Astaire. Some sources even say that Astaire privately considered her his favorite partner.

As Danny, Kelly is terrific. It's a character that could easily be misunderstood as mopey and mean, but I see Danny as someone who deeply cares for another person and isn't quite sure how to handle the curveballs that are thrown at them. It becomes a messy situation, one where both parties are right but they're also a little wrong. Every character's motivations are understandable (except Coudair's -- his are kind of creepy).

Speaking about this film, Kelly's widow Patricia wrote that "Sometimes you will read accounts of Gene cutting the scenes of others in order to make himself shine and these don't read true to me at all. He knew that by surrounding himself by the best it only made him look better. I just ran across an essay by the great composer/arranger Saul Chaplin about his work with Gene on Cover Girl. He said, Gene 'discussed everything that he thought might affect the routine: the set, the other characters, the method of shooting, the plot of the film, and many other elements that I would have thought were irrelevant. As he spoke, I kept feeling more and more that he was going to be impossible to please. His parting words, however, allayed my fears and surprised me: 'Make Phil [Silvers] as funny as you can, and don't worry about me — I'll take care of myself.'"

Patricia also wrote that Gene had a marvelous time working with Silvers and Hayworth. (They can be seen pictured above messing around with Charles Vidor.) Interestingly enough, Gene would again play a character named Danny McGuire in 1980's Xanadu, thirty-six years after Cover Girl. And get this -- Xanadu's plot was inspired by Down to Earth!

I can't end this review without talking about Ms. Eve Arden. This woman is the definition of a tough cookie. With seemingly no effort, her characters could cut you down to size or build you back up. If you were her enemy, God help you; if you were her friend, you couldn't ask for anyone better to be by your side. Stonewall is the perfect Eve Arden role. She never fails to see through the bullshit of others and she isn't afraid to tell you exactly how she feels. In addition to her hilarious barbs and her wise point-of-view, Arden always looked gorgeous. Just try catching this woman looking anything less than exquisite. (You can't, it's impossible.)

An impressive musical with an astounding pedigree, Cover Girl is not to be missed!


This is my contribution to the Eve Arden Blogathon, a celebration of the fabulous comedienne. Check out the other entries here!


  1. The family copy of this movie belongs to my special needs son. He has been obsessed with this movie since he was a little kid (about 7). None of us mind because the Technicolor is mesmerizing, the alter-ego dance always impresses, Rita, and Long Ago and Far Away.

    Eve Arden, as always, makes the most of her part and the movie would be less, despite all its greatness, without her. This was a wonderful read and I'm so glad you thought of it for this blogathon occasion.

    PS: Come on, pearl!

    1. Thank you, Paddy! Eve Arden acted in so many wonderful films. I'm glad Cover Girl was one of them because it just wouldn't be the same without her. Your son has great taste!

  2. Great post! I'm thinking I need to one day do a post on all the hats Arden wore throughout her career. These are fabulous!! I'm glad you took screenshots of all the magazine covers. I watched it on tv so I couldn't :)

    Thanks for participating in this Blogathon!!

    1. Thanks for hosting it! That would be a fabulous post! When I was watching this film for my post, it dawned on me that Arden always wore such outrageous, interesting things. I wonder if that was her influence or if designers did that to complement her role as the comedic sidekick...

  3. Gene and Rita made a gorgeous couple. He's every bit as beautiful as she is. What a shame that LB Mayer would never loan him out again.

    1. They really were! It's fascinating to me that Mayer didn't know what to do with Gene until Columbia showed him the way. How do you not know what to do with Gene Kelly?!

      Thanks for reading!


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