Ginger wreaks havoc and wins Fred in... Carefree (1938)

Out of all ten of Fred Astaire and Ginger Rogers' films, Carefree is without a doubt the most bizarre. And it's magnificent. Some people complain that Fred and Ginger's films are too fantastical, with their Art Deco-designed "European" locations and mistaken identity plots. These people should steer clear of Carefree, a movie where Astaire plays a psychiatrist, country clubs burst into dancing, and Rogers wreaks havoc while under hypnosis. Carefree is, well, carefree — it's offbeat and silly, a true oddity amongst many musicals. It's begging you to check your common sense at the door, and if you can do that, you'll be rewarded with one heck of a ride.

Stephen Arden (Ralph Bellamy) is frustrated. His maybe-fiancée Amanda Cooper (Rogers), a radio singer, has been dodging walking down the aisle for months, despite reassuring Stephen that she wants to be with him. Drunk and exasperated, Stephen visits his friend Tony Flagg (Astaire), a psychiatrist who reluctantly agrees to take Amanda on as a patient to figure out why she can't give Stephen a definitive answer to his proposals.

Tony is a know-it-all, a man who has become cynical after years of seeing the same old problems over and over. Before he even meets Amanda, his smug
expectations are set: "She's another one of those silly, maladjusted females who can't make up her mind," he confides to a colleague, not realizing that he's left his recorder on from a previous session. Tony then puts on his glasses and goes out to the waiting room to meet Ms. Cooper, who he assumes is an ordinary little thing until the gorgeous Amanda corrects him. It's amazing how quick Tony's unattractive glasses disappear once he sees her.

At this point, you're probably thinking, "I've seen this before with these two. Fred instantly falls in love and chases her for half the movie, right? Then they dance, she realizes he's not so annoying after all, and then it's all good, right?" Ha, wrong! For the first time, Ginger is made the aggressor and the changed dynamic is marvelous to watch.

Amanda isn't sure she wants to be analyzed. Equal parts skeptical and intrigued, she glances around his office when he steps out for a minute and accidentally turns on his recorder by bumping into it. She giggles at his assessment of another patient, but when she hears his thoughts on her, she's none too pleased. Tony returns and Amanda gives him quite the cold shoulder. I love it when he tries to explain the subconscious to her and she adopts a glassy-eyed, deadpan style to shut him down.

The next day, Tony meets with Stephen at a ritzy country club where he's shooting skeet with Judge Travers (Clarence Kolb) and Amanda's aunt Cora (Luella Gear, who played Hortense in Astaire's Broadway hit The Gay Divorce, which became the 1934 classic The Gay Divorcee). Confused by Amanda's sudden dislike of him after seeming so friendly at first, Tony wants to talk with her again. Cora and Stephen don't think it's such a good idea, especially since Amanda has been ranting about the good doctor, but they decide to help Tony anyway.

Tony goes off to play golf, only to have Amanda show up and make fun of him. Annoyed and wanting to prove how amazing he really is, he performs "Since They Turned Loch Lomond into Swing," a number that mixes two of Astaire's talents, golf and dance. It's not the guy's best solo, but it is a rarity because it's not filmed in one take. Astaire preferred his numbers to be unedited because it showed the audience that he was really doing it without taking a break -- I mean, if you were told that Astaire could only do short bursts of dancing, all while huffing and puffing in between takes, you'd be a little less impressed, no? This particular number, though, had lots of action that was difficult to shoot in just one take, so it's comprised of many, all of which were handpicked by perfectionist Astaire. Watch it here and you'll see what I'm saying.

"For several years I had been planning a golf dance solo but could not find a suitable spot for it until Carefree came along," Fred wrote in his autobiography. "Fooling around at Bel Air one day, I did a few impromptu rhythm steps just before hitting one off the tee and was surprised to find that I could really connect that way." Fred brought the idea to director Mark Sandrich and then spent the next two weeks rehearsing at the RKO ranch with 300 golf balls, five men to retrieve them, and studio pianist Hal Borne playing for him. While shooting the number, Borne was once again used instead of employing playback of the finished, studio-polished song.

Later that day, Tony just happens to be out riding his bike at the same time that Cora, Stephen, and Amanda are, Stephen saying in mock surprise "Why, Tony! Look, Amanda, it's Tony!" Being a Ginger Rogers character, she's not fooled. She gets a few more jabs in at Tony's expense, but admits she might need his help after all. Unfortunately, their truce is interrupted by Tony's bike chain breaking at the exact moment they're riding downhill. He crashes into shrubbery and seems to be mocked by ducks in a nearby pond whose quacks are an echo of Amanda's earlier insults (a "quack" being a fake doctor). The irony of the situation doesn't escape either of them and they're able to laugh about it,
signalling the beginning of their friendship.

At dinner that night, the audience gets a real tease when the scene starts with Amanda and Tony dancing only to realize that they're just going to talk and not actually put on a show (yet). Tony advises his patient to trust him and do everything he says, which she agrees to. Her first mission: eat a monumental dinner so she'll fall asleep easily and hopefully have a dream that Tony can then examine in their next session. "Dreams often unlock the subconscious," he explains. Proving to be a girl after my own heart, Amanda loves every minute of this assignment, ordering lobster "with gobs of mayonnaise," strawberry shortcake, cucumbers in buttermilk, and more. Enticed by the delicious-sounding order, Stephen, Cora, and Tony all ask for the same things, with the next scene showing them all instantly regretting it. Amanda, however, feels great -- she even wishes that she had ordered a second lobster! Thinking his plan failed, Tony exits, he and Stephen clutching each other for support as they try to make it home before throwing up. Contrary to Tony's belief, the camera reveals to us Amanda, still in her dinner clothes, passed out on her bed and having one doozy of a dream.

Carefree contains three of my favorite musical performances, both from the Astaire-Rogers filmography and from musicals as a whole. Amanda's dream sequence is one of these three. Singing "I Used to Be Color Blind" in a fairy tale-like setting, Tony serenades Amanda as they jump over water and twirl on giant lily pads. With a cute little ribbon in her hair, Rogers wears an ethereal dress that floats when she is in the air. Once the couple begins to dance, the film goes into slow motion, lending it a surreal quality. The performance was supposed to be in color, hence the song's title and lyrics ("I never knew there were such lovely colors / And the big surprise / is the red in your cheeks, / the gold in your hair, / the blue in your eyes"), but RKO decided it would cost too much and canned the idea. It would've been interesting to see, for sure, but I never watch the film and say "Damn, I wish this was in color!" When it comes to Ginger and Fred, I'm grateful for anything I get.

"I Used to Be Color Blind" also contains what may be Fred and Ginger's most infamous kiss. The team rarely kissed in their films, with Fred believing that it was unnecessary because their dances said it all. Reserved and modest, he just didn't enjoy "mushy love scenes" and "sticky clinches." One of the biggest rumors surrounding this absence of kissing is that Fred's wife Phyllis demanded that they not do it, a rather mean characterization of a woman who seems to be a punching bag for many sources. At the time, there was also talk that the dancers didn't kiss because they didn't like each other.

Wanting to lay the accusations to rest, Astaire conceded to the kiss, which yielded a hilarious result when they looked at the rushes: "The slow motion dance went through nicely. Phyllis remarked how much she liked it, and when we finally reached the end where Ginger and I settled into the kiss, we settled as only a slow-motion camera can settle you. We were there holding that kiss for four minutes! All of us started to laugh, especially Phyllis... Mark Sandrich [the director] had purposely kept the camera rolling extra long in order to put on this little show. Phyl took proper advantage of the opportunity to rib me, 'Did you say you were going to make up for all the kisses you missed? Well, you certainly did!'" You can watch the magic here.

Back to the plot! Amanda, dewy-eyed over her dream and her growing feelings for Tony, goes to her appointment with a smile on her face. When Tony asks her to recount her dream, though, she lies that she didn't have one. Thinking that her lie is a sign of distrust in his abilities, Tony recommends another psychiatrist. Unwilling to stop seeing him, Amanda admits she did have a dream... "It's the same one I've had for eleven years!"

Her imagination goes wild as she recounts a crazy, symbol-heavy nightmare where she goes from being the Big Bad Wolf to a radio dial to a woman running from
vicious squirrels. It's an incredible scene for Ginger, one that makes me laugh every time. See it here and tell me the woman wasn't a comedic genius. Tony is astounded by this dream and thinks he's finally found someone who exhibits the traits of a mythical mental condition. He excitedly tells his colleague Dr. Powers and with her permission, they give her an anesthesia that inhibits her subconscious desires in order to examine her more.

Foolishly, the doctors leave the room, allowing Stephen to burst in and remind Amanda that she has a radio show to get to. He's unaware that she's been given something, although it should be pretty obvious considering he took her from a room filled with medical supplies instead of Tony's office and she is doing things Amanda would never actually do, such as messing with the elevator operator and continually throwing her purse down so Stephen will pick it up. Her voice is a little sluggish and her walk is clumsy, yet Stephen never for a second thinks, "Gee, maybe I should ask Tony what's up before taking her to her job where she could look really dumb and get fired." I'm used to Ralph Bellamy playing the naive, bumbling second fiddle, but Stephen can be a real dope.

But for now, Stephen has his hands full with trying to get Amanda to the radio station. Ever resourceful, she slips away right as Tony goes searching for her himself. Noticing a truck carrying a large pane of glass, Amanda tricks a policeman into giving her his nightstick, which she smashes into the glass. She flees to the radio station and causes more trouble by mocking the show's sponsor on air. Stephen and Tony arrive just before she can get fired, explaining to her boss and the angry policeman that Amanda is medicated, with Tony taking the fall for her actions. It looks like she'll get off scot-free... until she kicks the officer in the behind when he turns to leave. Assaulting a policeman puts her in Judge Travers's chambers. Luckily, he's a family friend and willing to look the other way -- this time. As long as Amanda is under Tony's care, the psychiatrist is fully responsible for her. Shouldn't be a problem, right?

That evening, Amanda confides in Cora that she has fallen for Tony, but before a stunned Cora can ask any questions, the women are joined by Tony, Judge Travers, and Stephen for dinner. Amanda asks Tony for a dance, but he thinks she should ask her fiancé instead. Determined, Amanda threatens to throw a dinner roll at the judge if he doesn't comply. Tony calls her bluff and, amusingly, she follows through, the judge shouting, "When I find out who threw that, I'll give them 90 days!" Tony gives into her offer, but the music stops just as soon as they start dancing.

A relieved Tony goes back to their table and Amanda hatches an idea. She asks the bandleader to play another song instead of letting the band go on break, which he agrees to do if Amanda will sing. With a stubborn gleam in her eye, she launches into "The Yam" and, silently acting like she's about to dump a plate of food onto the judge, she's joined by a nervous Tony. Ever since the popularity of "The Carioca" in their first film Flying Down to Rio, RKO was constantly trying to find another dance craze for the stars to introduce. Nothing worked, not "The Continental" and not "The Piccolino," and definitely not "The Yam."

It's a fun production number, one that explores the space of the country club and includes normal people who attempt to imitate Fred and Ginger's steps but ultimately fail because, you know, they're not dancing gods and goddesses. The interesting thing about Carefree's choreography is the high volume of lifts in it. Astaire wasn't fond of doing them, but apparently he was convinced for this film, even noting in his book, "I think we had as much fun with 'The Yam' as any number we ever did together. It was not exactly a dance for popular ballroom use but it made a good screen gimmick."

One of the best parts of "The Yam" is the ending, when Astaire puts his foot up on multiple tables and Ginger practically floats over his extended leg. I've found conflicting stories on who came up with the move. Rogers took credit for it in her autobiography; author Arlene Croce says it came from Hermes Pan, Fred's assistant/dance co-creator. Regardless of who dreamed it up, it's a marvelous way to finish the number and it seems to be one of the images most associated with Carefree, and the partnership in general.

"The Yam" confirms to Amanda that she and Tony have real chemistry, so she goes out to the veranda with Stephen to break things off. The poor slob misinterprets what she says, though, and thinks she's decided to finally marry him. Thrilled, he runs inside and shares the good news, thanking Tony for his help. Unsure what to do, Amanda asks Tony for another dance and in a great little moment, she asks Tony to keep smiling no matter what she says so Stephen doesn't get suspicious. Her admission of love is quiet and sweet, Tony's face falling until Amanda reminds him to smile. What the hell are they going to do now? Tony tells Stephen that Amanda needs one final

Once they're alone, the doctor breaks Amanda's heart and tells her that he doesn't return her feelings. Ginger just takes my breath away in this movie. Sitting still with her eyes unable to look at Tony, Amanda tears up and accepts his rejection. Feeling like a heel, Tony genuinely wants to help her, but he goes about it all wrong. Seeing hypnosis as the way to erase Amanda's feelings for him, thus easing her pain, Tony hypnotizes her into thinking that she truly loves Stephen and that "Dr. Flagg is a horrible monster. Men like him should be shot down like dogs."

It seems extreme, I know. But something about Carefree sweeps you up into this weird universe, one where Fred Astaire actually kind of makes sense as a psychiatrist. Really, the film makes fun of psychoanalysis more than it praises it. Every ridiculous thing that happens stems from one of Tony's misguided tactics, proving that analysis isn't the answer to a problem but rather a problem in itself. This idea reaches its apex when Tony hypnotizes Amanda.

He tells her to repeat everything he says while she looks into a flashing light, but to his surprise, hearing her repeat sadly "Tony doesn't love me" bothers him. He steps out of the room and is confronted by his own reflection in a mirror. You read that right -- things get downright surreal as Tony's mirror self mocks him: "If you had any sense, you'd psychoanalyze yourself and admit you love her... If you doctors weren't such wise guys, you'd forget your textbooks once in a while!" It's a real "A-ha!" moment for the guy, his feelings for Amanda suddenly clear. He must reverse the hypnosis! Unfortunately, since she was supposed to repeat whatever Tony did, when he left the room, she did too. Believing she's wild about Stephen, Amanda rushes to him in a trance.

She finds him shooting skeet again with the judge, and she vows to never leave his side. Stephen, of course, finds this all good and lovely. Tony comes on to the scene to fix what he did, but his words that he should be shot down ring in Amanda's ears and she immediately grabs a gun when she sees him. Everyone screams and runs as she goes crazy, until eventually Tony claps his hands and snaps her out of it. Confused, she hugs Stephen and Tony finds himself in a real pickle. You can watch the lunacy here, which includes an amazing turn from Franklin Pangborn.

Unamused by Amanda's latest silliness, Judge Travers has Tony and Stephen come to his chambers (why Amanda isn't there, I'm not sure). While they wait for the judge, Tony spills the whole story to Stephen, including his newly-discovered love for Amanda. Oddly calm about the ordeal, Stephen appears to give Tony his blessing to go after his fiancée. However, he then throws his old buddy under the bus by telling Judge Travers that Tony is a menace to Amanda's mental health and asks that Tony be ordered to stay away from her. Wrapped up in Stephen's impassioned speech, the judge agrees to it and Tony finds himself with yet another obstacle. This sudden mean streak in Stephen leaves a bad taste in my mouth -- he appears so genial and, honestly, moronic, but then he turns around and takes advantage of Amanda's situation, becoming all too happy to marry her despite knowing she loves someone else. If you didn't already dislike Stephen, this will certainly do you in.

Nevertheless, Stephen's villainy leads to what I consider one of the most sublime musical moments ever. (Yep, I said it.) Tony knows if he could talk to Amanda one more time, he could eradicate the thoughts he put into her head. He crashes her and Stephen's engagement party, coming as a guest of Cora's. He can't legally interact with Amanda, but nobody said he couldn't dance or sing near her.

While she and Stephen dance, Tony dances with Cora beside them and croons the brilliant "Change Partners": "Must you dance every dance with the same fortunate man? / You have danced with him since the
music began / Won't you change partners and dance with me?" Glancing at Amanda with yearning, Tony begs her for a simple dance, the one thing she used to always ask of him.

Annoyed, Amanda and Stephen go outside to escape Tony's transparent efforts. Obviously, though, they weren't paying attention to the song's lyrics because when a waiter tells Stephen he has a phone call, Amanda tells him to take it ("Ask him to sit this one out and while you're alone / I'll tell the waiter to tell him he's wanted on the telephone"). The caller is actually Connors (Jack Carson), Tony's assistant, who telephones from a phone booth just five feet from Stephen and pretends he's a reporter with an unintelligible accent. It's enough to distract the man while Tony re-hypnotizes Amanda through dance.

This is the second part to "Change Partners," as Tony uses his hands to manipulate Amanda's movements. It's jaw-droppingly gorgeous to look at, Ginger's dazzling gown and snood adding to the number's dreaminess, her and Fred's characters wordlessly connecting. The audience gets one final, beautiful lift that demonstrates incredible strength on Fred's part, and the dance ends. God, do I love it. If you could only watch one segment of the film, I say choose this one. Berlin actually wrote "Change Partners" for Astaire and Rogers years before Carefree was even produced. It was nominated for an Academy Award for Best Song, losing to "Thanks for the Memory" from The Big Broadcast of 1938. RKO considered naming Carefree after the tune, but they worried that it would give audiences the idea that this meant Astaire and Rogers were breaking up. As it turned out, Carefree was the second-to-last film the pair would do for the studio. They would only team up for two more movies before calling it quits for good.

Stephen catches on to Tony's scheme and interrupts him before he can fix his mistake. But don't count Tony out yet! As Stephen and Amanda get ready for their wedding ceremony the next day, Cora helps Tony and Connors sneak onto the property. The boys climb through a window to get to Amanda, except they find themselves in Stephen's room instead. They use the confusion to their advantage and race to the right room, Stephen hot on their trail.

Needing to reach Amanda's subconscious, Connors suggests Tony knock her out with a swift punch (a queasy idea that doesn't play so well in 2019). Understandably, Tony can't do it... but Stephen can! Barging into the room, Stephen goes to punch Tony but when he ducks out of the way, Amanda winds up on the receiving end. Cora and Connors restrain Stephen while Tony quickly goes to work. We cut to the ceremony as it starts, Judge Travers shocked when he sees who comes down the aisle: a smiling Tony and Amanda, who is now the owner of an unfortunate black eye.

Although Carefree is unquestionably an Astaire/Rogers vehicle, it is more a stellar showcase for Ginger. All of her immense warmth, vivacious charm, and endearing playfulness are on full display and it is glorious. Amanda is both the film's clown princess and its beating, beautiful heart, and no one could embody that better than Ginger. Out of all of her collaborations with Fred, Carefree was the only one that let her be the true focus. Let's be real, though, Ginger never had to be a film's lead to get your attention.

There are so, so many things I adore about Carefree, one being that it has maybe my favorite movie wardrobe ever. Ginger Rogers had an amazingly slim body, which clothes clinged to perfectly. You can tell reading her autobiography that she adored the costuming aspect of her job, giving minute details of many of her gowns, shoes, etc. If you enjoy fashion, you'll probably enjoy Rogers's book. Her character Amanda was divinely clothed by Howard Greer. From big hats to a classy snood, even the hair accessories are totally on point. And almost everything is embroidered with the initial A -- even Amanda's biking shorts have her initial! Although I don't have anywhere near the right body type for her clothes, if I could have any wardrobe from any film, it would be Ginger's in Carefree.

Researching for this post, I stumbled upon a little mystery surrounding the movie. Some people say there was a second dream sequence with a song called "Let's Make the Most of Our Dream," but it was cut, despite being filmed. (Can you imagine deleting an Astaire-Rogers dance?) Others, however, aren't even sure the number was filmed at all. A source I found points out that two of the biggest authorities on the dancing duo, John Mueller and Arlene Croce, don't mention the sequence in their well-researched books. Ginger Rogers is also quoted as saying that she didn't remember a cut number. Looking at Astaire's autobiography, I couldn't find a mention of it at all. There are two photos I've seen of what could possibly be from the number, but it's too unclear to be certain. The song itself went unpublished, although its copyright was registered in 1937. Lyrics can be found here. One of these days, I'll hunt down the answer.

In my opinion, an Astaire-Rogers flick isn't to be missed, especially one as wonderfully fun and lovely as Carefree. The Irving Berlin songs are to die for, the sets are superb, the dancing is terrific, and the cast does a fine job, particularly the leads. When looking at the Astaire/Rogers oeuvre, there is little doubt that Carefree is the oddest of the bunch, but I would also venture to say that it is one of their most romantic.

This film may just be a piece of fluff, but it has always resonated with me in a way that I can't articulate. It feels like a movie that is proud of its nonsensical nature and mischievous humor, but then there are these moments of subtle devastation, unabashed romance, and sincere emotion that hit me like gut punches every time. Carefree, sadly, will probably never be considered a Great Film, yet to me, there could be nothing greater than a movie that can grab onto your heart and refuse to let go.


This is my first of two entries to the Made in 1938 Blogathon, a celebration of one of Hollywood's most fascinating years. Check out the other contributions here.


  1. You wrote a wonderful piece on Carefree. I love Irving Berlin and appreciate the sly humour in this film, but you reminded me of all of the excellent components that make Carefree so entertaining. However, now you have me longing to have seen it i glorious Technicolor. What a treat that wardrobe would have been!

    The first time I saw this movie I recognized the back of the head of Laurel and Hardy foil James Finlayson at the golf course. It bothered me for days that he was uncredited and not even fully seen. It probably didn't bother the actor at all, but fans are silly creatures.

    1. Thanks, Paddy! I agree that seeing Ginger's wardrobe in color would have been quite something, although I really enjoy the film's black-and-white aesthetic. Astaire & Rogers and black & white just go together so beautifully!

      Interesting tidbit! It's funny how annoyed we can get at these kinds of "snubs." It just goes to show how beloved this character actors are to us, I guess!

  2. What a lovely review. It's been too long since I last saw Carefree and now, thanks to you, I want to watch it again.

    1. Thank you! So glad to see Carefree has another fan, especially since it is such an underrated film.

  3. I saw Carefree last year and enjoyed it. Indeed, you have to suspend the disbelief for a while to enjoy it! I love The Yam, the gold number and Ginger's wardrobe. You certainly have brought many curiosities and backstage stories I wasn't aware of. Great review!

    1. Thank you so much! As you pointed out, I really think you have to be able to let yourself get lost in the film's universe to fully enjoy what all it has to offer.

  4. As someone who struggles to hit a golf ball without dancing, I absolutely loved that who scene (and watched it in amazement)! Great review!!

    Nostalgic Italian

    1. Thanks! Astaire was always pushing himself to do more creative, spectacular dances, but to combine it with golf -- really, what couldn't this man do?

  5. I like Carefree- it's really Ginger's show!!! And even if The Yam isn't the best dance- it gets stuck in my head all the time!! AND YES! Ginger's wardrobe!! I love her dress in Change Partners!!!

    1. I know what you mean about "The Yam" -- Berlin's score is very catchy! And that "Change Partners" dress is one of the best pieces of clothing I've ever seen in my life. I know that sounds like hyperbole, but I drool over it ALL THE TIME. Major kudos to designer Howard Greer!

  6. Such a detailed review of a screen duo I'm warming to. You've chosen some fantastic images and I'm now very curious and interested is seeing Carefree. Thanks for a fantastic article!

    1. Thank you for your kind comment! I tend to go overboard when I do my screenshots and this film was no exception, so it's nice to hear that you enjoyed them. It's great that your appreciation for one of my favorite teams is growing, and I hope you enjoy Carefree whenever you get the chance to see it.

  7. I've seen this movie, but, reading your synopsis, I realized I don't remember a single thing about it. Nothing in there sounded familiar. I'm going to have to revisit the film.

    1. Interesting! Sounds like a rewatch is definitely in order. I know I've started a film before and thought it was my first viewing only to realize it was my second -- or even third!

  8. I always thought carefree was the best and wildest rodgers-astaire pairing, and I couldn't get enough of your article! Thank you so much, now I finally have something to spam my friends on Facebook with

    1. Wow, thank you! I can't get enough of this film and I'm glad to hear you feel the same way. Hope your friends don't mind the spamming too much! ;)

  9. Thank you for the exciting and beautiful writing of the Carefree movie. You write excellent !!! Because I adore these two people, every time I feel sad or unmotivated, I watch a video of this wonderful duo and my day is reset. I hope you are encouraged to write reviews of their other movies, it would be great. Greetings from Peru <3

    1. Thank you so much! I know what you mean. Watching Fred and Ginger brightens my day, too! I have written about some of their other films, if you're interested.

      Follow the Fleet:

      The Barkleys of Broadway:

      Shall We Dance:


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