Fred and Ginger's Cinematic Farewell: The Barkleys of Broadway (1949)


When Fred Astaire and Ginger Rogers danced "The Missouri Waltz" on the set of The Story of Vernon and Irene Castle in 1939, it felt like a historic moment. After six years and nine films, the partnership of Astaire and Rogers seemed to be ending with this final, impossibly beautiful waltz. People from RKO and nearby studios Columbia and Paramount gathered on the set, eager and sad to see this magical pair dance their last steps together.

However, as Fred wrote in his autobiography, "Ginger and I never felt that it was any last-time thing. We expected to do another picture or so when the right time came along." Ten years later, that time came when Judy Garland was placed on suspension and forced to drop out of The Barkleys of Broadway. Resting at her Oregon ranch, Ginger received a call from an MGM executive. "Would you have any objections to doing another film with Fred Astaire?" Appalled at the insinuation that she and Fred parted on bad terms, Ginger responded, "What kind of a question is that? I would adore to make another film with Fred." And so, after a decade of different partners, one Oscar win, and many delightful films, Hollywood's favorite dancing duo gave audiences a poignant swan song that proved that Astaire and Rogers were still as phenomenal as you remembered them to be.

The Barkleys of Broadway is the story of Josh and Dinah Barkley, an established husband-and-wife team who are back on Broadway with yet another hit. While the opening credits roll, we see the joyous finale of this show as the Barkleys dance to "Swing Trot." Having Fred and Ginger dance behind the credits was Roger Edens's idea, which was welcomed by director Charles Walters because he wanted to give the audience what they had been waiting for right away. There is a definite impact when the film starts and you're immediately hit with the image of Astaire in tails and Rogers in gold lamé doing what they do best -- and in Technicolor for the first time! That being said, it is a bit of a bummer to have their dancing obscured by big, ugly lettering; thankfully, the same footage was shown in That's Entertainment! III without the credits so we can fully enjoy this number in all its glory.

In her autobiography, Ginger wrote that as soon as she agreed to the film, she began exercising and getting back into shape. "To get back into your dancing shoes after ten years is not the simplest thing to do," she recalled. Echoing what many have said about the actress, Chuck Walters (a dancer and choreographer himself) admitted that she wasn't the most proficient dancer, but she "moved well" and nobody worked harder in a rehearsal than Ginger Rogers. "Swing Trot" isn't dazzling in a technical sense, but what matters more here is the attitude of the performers. Ginger and Fred genuinely look like they are having the time of their lives, and the little move at the end where he has her spin around for him and then they give each other a quick peck on the lips is beyond precious.

The show over, Josh brings onstage their friend and the show's composer, Ezra Millar (Oscar Levant in a role specifically written for him). As the three of them give their speeches, Josh and Dinah's effusive and endless compliments for each other finally force Ezra to end the speeches and call for the curtain. The lovefest continues as Dinah and Josh head for a party hosted by the flighty Mrs. Livingston Belney (Billie Burke -- who else?). Cuddled up together in the backseat of their chauffeured car, the Barkleys are discussing how well the show went when Dinah asks her husband if he meant everything he said about her performance. Josh assures her he did, but then unwisely reveals there were a few little things he thinks she could improve, which is not what Dinah wanted to hear.

As they start to bicker, they arrive at Mrs. Livingston Belney's and quickly make up. With neither of them that jazzed about the party, Josh suggests they take their dinner out to the snowy terrace to eat in peace and then hit the road. While Dinah is getting them plates of food, she meets French playwright Jacques Barredout (Jacques François). He praises her earlier performance, especially the things she did that Josh just told her needed work, and tells her that she would be marvelous as a dramatic actress. Charmed by her new admirer, Dinah becomes engrossed in conversation with Jacques and forgets all about Josh. When he finally comes inside, shivering from the cold, he is less than thrilled to meet Jacques and whisks Dinah out the door after Ezra's piano performance of "The Sabre Dance."

At their townhouse, the Barkleys are getting ready for bed as they argue about Jacques and Dinah's ambition to be more than a musical comedy star. The last straw is when Josh proclaims that he is the Svengali to Dinah's Trilby: "There isn't a gesture you do that I didn't teach you!" Infuriated, she smacks him on the forehead with a hairbrush, which leads to a minor cut. Instantly remorseful, a cooing Dinah rushes to his side and tends to his wound. When she insists Josh retaliate, he instead gives her a kiss and tenderly sings "You'd Be Hard to Replace," leading to a brief dance in their pajamas and robes. The song ends with Dinah suggestively crooking her finger for Josh to come closer, and the scene fades out on their embrace. I absolutely love this simple little number. It is like nothing in Fred and Ginger's previous films -- it just feels so cozy and quiet and sweet. Also, I am obsessed with Ginger's look here. Those red nails! That perfect hair! The polka-dotted robe!

According to Astaire, since Barkleys was to be a reunion for him, Judy Garland, and Chuck Walters after the success of Easter Parade, Betty Comden and Adolph Green's script was written with Judy in mind. Similar to how they parodied aspects of Fred's career in The Band Wagon a few years later, Comden and Green seemed to intend for Josh and Dinah to be stand-ins for Astaire and Rogers, who famously "broke up" so they could pursue different creative challenges, such as Ginger's burgeoning dramatic work.

Because no one expected Judy to leave the film, it became serendipitous when Ginger stepped in to play this obvious version of herself. (Oddly enough, neither Fred nor Ginger commented on the real-life resemblances in their respective autobiographies.)

Although he was a friend and frequent collaborator of Judy's, Walters admitted that "Ginger was so much righter for The Barkleys of Broadway," remarking that Judy would've been a touch too "immature" for a sophisticated character like Dinah. I worship at the altar of Judy, but I agree with Walters here: this role fits Ginger like a well-worn glove.

Back to the film! Some time later, Ezra arrives at rehearsal and talks to the show's producer, Bert (Clinton Sundberg), who is worried that Josh and Dinah's tranquility the past few weeks is just the calm before another storm. He wants to give Dinah an understudy to be on the safe side -- I guess Bert doesn't believe Josh also needs one since he is the show's director and lyricist in addition to one of its stars -- and he has already selected chorus girl Shirlene May (Gale Robbins), a pretty redhead with a southern drawl. To Bert's surprise, Dinah is completely fine with the idea... although she definitely doesn't like the way Shirlene seems to be flirting with her husband.

The Barkleys avoid fighting, though, by jumping into the rehearsal of a new number, "Bouncin' the Blues." A humorous, fast-paced tap routine, "Bouncin' the Blues" is one of my favorite Fred and Ginger dances. Watching them do tap side by side is so much fun, and the adoring look he gives her throughout the number never fails to make me smile. Plus, it always tickles me that Ginger's outfit here includes a scarf for a belt, a sartorial choice that was a signature of Fred's. Watch the scene here.

After rehearsal, Josh and Dinah make an appearance at an art gallery where a portrait of them will be unveiled. Much to Dinah's horror, the hilarious, surrealist sculpture depicts Josh as a frying pan and her as the pancake batter he has "shaped," the artist (Hans Conreid) explaining that he wanted to depict their dynamic as something akin to Trilby and Svengali.

Mortified, Dinah starts to wonder if there really is merit to this Svengali idea when she and Josh bump into Mrs. Livingston Belney and Jacques, who assures her that the artist is a hack. Mrs. Livingston then invites the Barkleys to her country home for the weekend, where they'll be doing a reading of Jacques's new play about Sarah Bernhardt. Very much aware that Josh can't stand Jacques, Dinah makes up an excuse and they head back to the theater.

As they get ready in their conjoining dressing rooms, the Barkleys once again argue about Jacques only to be interrupted by Shirlene, who has been bugging Dinah constantly ever since she became her understudy. The script never makes Shirlene an out-and-out villain, but there is certainly an insidious quality to her. She makes "innocent" digs at Dinah's expense and, in one fantastic bit, she pops up out of nowhere when Dinah accidentally trips in the wings and is noticeably disappointed when Mrs. Barkley assures her she is alright.

Out on the stage, Josh and Dinah don kilts and perform "My One and Only Highland Fling," a number, I must admit, that took a while to grow on me. It won't be everyone's cup of tea, though. Fred and Ginger, who both liked doing accents and frequently did them in their films together, have these ridiculously thick Scottish brogues, plus the song and the accompanying dance are second-tier at best. Still, it's cute and silly and Fred counted it as one of his favorites from the film.

Back in their dressing rooms, Josh has calmed down and thinks it'd do them some good to go to Mrs. Livingston Belney's for the weekend. He'll even be nice to Jacques! They take Ezra with them and force him to jauntily walk from the train station to the house in the number "A Weekend in the Country." To me, this is the weakest routine in the film, but it's pleasant enough and Oscar Levant steals the scene with his purposely horrible warbling and snarky responses.

At the house, Jacques is more than happy to spot Dinah on the tennis court. Oh, and Josh, too. Later, Dinah is about to leave for the golf course to join Ezra and Josh when she comes across Jacques's play in the study. Curious, she starts to read it as Jacques comes into the room. He reveals that he just fired the actress he gave the lead role to and convinces Dinah that Josh can wait one little half hour while he reads the second act to her.

Enchanted by what she hears, Dinah is floored when Jacques offers the part of Sarah Bernhardt to her. She insists that she couldn't break apart from Josh and that no one would believe her in a serious dramatic role, but the more she talks, the more excited she becomes about the play. Things come to a screeching halt, though, when Dinah realizes she left Josh waiting in the rain. Jacques encourages her to pretend to be ill and hides as she lies on the couch and whimpers to a furious Josh that she all of a sudden felt dizzy. Josh immediately sympathizes with his wife and becomes none the wiser about what really happened.

Back at their townhouse, Dinah is studying the play when Josh comes home for a photo shoot they have scheduled with Look Magazine. She attempts to hide the script, but Josh easily finds it, along with a note from Jacques that references Dinah's fake illness. Just then, the magazine arrives. Dinah tries to act like everything is normal, but Josh has had enough. They angrily mutter to each other while posing and smiling until finally Dinah tells her husband she is tired of him not giving her her due and she walks out the door.

Despite his wife's departure, Josh still goes on with their show, as we see with the number "Shoes with Wings On." Often cited as one of Fred's finest solos, it is undoubtedly one of his most inventive. Playing a cobbler who winds up battling his customer's shoes when they come to life, Fred is absolutely mesmerizing. And the special effects still look great! According to Ginger, who watched the process and "knew it was going to be spectacular," they filmed dancers dressed in black against black velvet, making their colorful shoes the only thing visible. That filmstrip was then integrated into Fred's footage.

Over at Dinah's rehearsal, we see that Jacques is much more demanding and rude to her as a director than Josh ever was. Ezra stops by to ask her to participate in an annual fundraiser that she and Josh always did. She refuses since her husband will be there, but Ezra fibs and says she'd be the only Barkley present. We then cut to Josh's dressing room where Ezra is feeding him the same line. When Ezra mentions that he saw Dinah, Josh responds that he can't wait for her to fall flat on her face. "And they say the age of chivalry is dead," Ezra cracks.

Josh isn't actually heartless, though. He sneaks into Dinah's rehearsal and witnesses how terrible Jacques is to his wife. At lunch, Josh tells Ezra that Dinah could be wonderful if Jacques approached her right. When he imitates the playwright's French accent, Ezra laughs that it's a good impersonation and Josh suddenly gets an idea. Pretending to be Jacques, he calls Dinah and gives her exactly the kind of gentle, insightful direction she needs. She flourishes at the next rehearsal and, to Josh's chagrin, hugs Jacques with delight. Josh later calls her again as Jacques and learns that the Frenchman is going with her to the fundraiser -- you know, the one Ezra said she would not be at.

Josh is miffed... but not really because he decides to still show up to the event and acts surprised to see her when they run into each other in the wings as Ezra plays Tchaikovsky's "Piano Concerto No. 1." Their sneaky friend then invites them both to the stage to perform "They Can't Take That Away From Me." Gorgeously introduced by Fred in their 1937 film Shall We Dance, Ginger claimed that it was her idea to reuse the tune here since they hadn't danced to it in the previous film. "It had a double significance for Fred and me," she wrote, "because we had done nine previous films together and this was a reprise from one of them, a real musical memory for us, and the audiences who knew us, to savor." She also recalled that producer Arthur Freed tried to take credit for the number, which irritated her to no end. A haunting, lovely song by George and Ira Gershwin, "They Can't Take Away From Me" was the perfect choice for Barkleys. The lyrics describe Josh and Dinah's relationship to a T, and the way Fred and Ginger pour their hearts into their performances is achingly beautiful.

After the number, Josh thinks they're now reconciled, but Dinah points out that he still took her for granted and she needs to prove to herself that she can be a success on her own. We jump ahead to opening night of her play. Once again, Josh watches from the back of theater as Dinah, playing Bernhardt, enthralls the audience with what is supposed to be a stirring spoken rendition of "La Marseillaise." The scene is actually, um, pretty cringeworthy and didn't work for critics or audiences when the film was first released. It's unfortunate since we know Ginger was great at drama and we've seen Dinah do a superb job in an earlier rehearsal scene.

The audience in the movie, however, loves Dinah's performance, including Josh. In her dressing room, Jacques congratulates her and makes it clear that he has fallen for his leading lady. Once he leaves, Dinah demonstrates she still wants Josh when she keeps checking for a message from him. Meanwhile, at a bar, Josh is feeling low, convinced that his wife's success means the end of their marriage. It doesn't help that Ezra's date, Marie, keeps chattering away about how Jacques and Dinah will probably get engaged soon.

Josh confesses that he still loves Dinah and decides to call her one more time as Jacques to see how she feels. During their call, though, the real Jacques appears and it dawns on Dinah that it has been Josh guiding her this whole time. Happy but also a bit peeved, she tells "Jacques" that she wants him and only him, much to Josh's dismay. Ginger's line reading of "I love you" in this moment is just so good. The way she emphasizes the words lets you know she is telling Josh she genuinely loves him while also believably making it sound like she is saying she loves Jacques.

Dinah hurries to their home and tries to create the right atmosphere by putting on Josh's recording of "You'd Be Hard to Replace" and sitting on the terrace in a flattering pose. When the record starts skipping, though, she goes to fix it as Josh walks in. Upset to see her there, he starts ranting about how glad he is that they've broken up and how he will probably marry Shirlene. (Fred's line reading of "We're mad about each other!" gets me every time.) Dinah sees right through it, but she plays along... and then she repeats one of the things "Jacques" said to her, accent and all, and Josh realizes the jig is up. They finally embrace and agree to never part again. Josh even has an idea for another play she could do, but Dinah is more than ready to return to musical comedy. No worries -- he has an idea for one of those as well and begins to sing "Manhattan Downbeat" before pulling Dinah into a dance. The editing segues from them twirling in their living room to them twirling onstage, surrounded by a colorful chorus of dancers, effectively bringing the film full circle.


In their memoirs, Fred and Ginger both reflected on how easily they fell back into step with each other. "It was hard for Gin and me to realize that nearly ten years had passed since our last show together," he wrote. She shared the same sentiment: "Once Fred and I began rehearing in earnest, the ten years fell away; honestly, it seemed a matter of mere weeks since we'd been on the dance floor." There were still some minor tensions between them, though, as there had been when they were at RKO. Chuck Walters divulged that Fred constantly complained about his partner, but the director also lovingly added that the actor "could be a real nag." For example, Fred, ever obsessed with his leading ladies' height, noticed Ginger somehow seemed taller. Perplexed, he finally asked her, "Have you grown or have I shrunk?" She laughed and confessed that she was trying to sneak higher heels by him.

As a fan of the Astaire and Rogers series, Walters was over the moon that he'd be helming their reunion and fondly remembered their first day on the set: "Fred was rehearsing 'Shoes'; Ginger came down the aisle, up onto the stage, and when they embraced, I started to cry -- because of their reunion and the years of adoration and worship of the Astaire-Rogers pictures. I just broke down. I couldn't believe I would be directing them." While Walters cherished working with two of his idols, and Fred and Ginger both liked the final film, the director's biographer Brent Phillips wrote that Walters wasn't totally enamored with the final product: "'I only wish it was a better picture,' he (much later) confided to film journalist John Cutts. Enumerating the flaws, he said, 'I liked neither the music nor the dance sequences'; the script was 'hit or miss,' the score 'routine.' Describing Fred and Ginger's 'Scottish Fling,' he cringed: 'Too cute by far.' The only element that excited the director was the team's 'They Can't Take That Away From Me'... 'That one took my breath away,' he said. 'It had a nostalgic effect on me.'"

Regarding the Harry Warren-Ira Gershwin score, Ginger agreed with her director, saying that when the songwriters played the music for her, she was "a little disappointed; I didn't hear anything that resembled a hit." Brent Phillips notes that when Judy left the film, four songs went with her since Ginger wasn't as strong a vocalist. There was even supposed to be a second half to "You'd Be Hard to Replace" that Dinah would sing, but again it was cut when Ginger came onboard. Obviously, Ginger Rogers was no Judy Garland, but I do feel sorry for her that no one tried to give her something new that would work for her voice.

As you could probably tell, I like that this was Fred and Ginger's last film -- or to put it a different way, if their partnership had to end, I'm glad it was with something like this. Like Walters mentioned, there is a nostalgia about Barkleys that gives it an endearing, warm quality. Comden and Green's witty script matches Ginger and Fred wonderfully, and the fact that the film starts with their characters already married makes it feel like a continuation of their usual boy-meets-girl plots.

Fred and Ginger just melt me in a way that few other performers do. Their glances at each other, their teasing, their affection, and, of course, their dancing are pieces of cinematic heaven that I wouldn't trade for the world. The Barkleys of Broadway has been somewhat maligned over the years, but I find that unfair. Every time I see this film, I love it more and more. It can't rival the best of their '30s collaborations, but it is still a fun and winsome send-off to one of cinema's most iconic couples.


This is my contribution to the Third Fred Astaire and Ginger Rogers Blogathon, hosted by me and Crystal of In the Good Old Days of Classic Hollywood. Please check out the other entries here!


  1. Hi Michaela,

    It's from another Fred and Ginger movie but, all I could think while reading your tribute to Fred and Ginger was "heaven I'm in heaven". The pictures are wonderful and the information is so informative. What a wonderful blogathon this has been! Congratulations to all the contributors and you Michaela for holding it and I'm still praying for Crystal. Happy New Year and all the best for 2021.


    1. Thank you so much! "Heaven, I'm in heaven" is exactly what I think of every time I watch Fred and Ginger.

      Wishing you a happy 2021 as well!

  2. I get what Walters said about the script being hit and miss. When I can, I shoot forward to get to favourite parts.

    Bouncing the Blues is wonderful. It always cheers me when I'm down in the dumps. (As does Hope and Cagney's dance routine in Seven Little Foys.)

    Along with Fred and Ginger's collaboration in this movie, the collaboration of Ginger and Irene makes me so happy. Ginger in Technicolor in those fashions is a treasure.

    As always, I love your screencaps. I'll sit here for hours staring at them.

    Thank you so much for hosting this blogathon for us and for Crystal.

    1. Yeah, there are parts I skip through too, mainly Levant's second performance and Ginger's rendering of "La Marseillaise."

      Oh yes, those Irene costumes are divine! Ginger looks wonderful in them, too.

      Thank you, Paddy! If anybody can salvage the end of this terrible year, it's Fred and Ginger!

  3. Amazing! I couldn't have said it better!!!

  4. I have to echo Paddy's comment--Ginger's wardrobe in this movie is fabulous. I love that bubble hem dress from the beginning. How awesome that Fred and Ginger's last movie together was in Technicolor, too.

    1. Ginger almost always has a fabulous wardrobe, I've noticed. (No surprise since she loved clothes!) I'm also glad we finally got to see the duo in color, if only to drool over Ginger's gorgeous red nails. ;)


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