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Starring Fred Astaire

I. Berlin
Accompanied by Leo Reisman & His Orchestra New York, June 26th, 1935, Brunswick 7486. (mx B:17732-1)

I. Berlin
As band 1. New York, June 26th. 1935 Brunswick 7466. (mx B: 17733-1)

I. Berlin
Accompanied by Johnny Green & His Orchestra. New York, June 27th, 1935. Brunswick 7487. (mx B:17735-1)

I. Berlin
As band 3. New York, June 27th, 1935 Brunswick 7487. (mx B: 17736-2)

I. Berlin
As band 1. New York, July 15th, 1935. Brunswick 7488. (mx B: 17810-1)

I. Berlin
Accompanied by Johnny Green & His Orchestra. Los Angeles, January 30th, 1936. Brunswick 7608. (mx LA 1068-C)

I. Berlin
As band 6. Los Angeles, January 30th, 1936 Brunswick 7609. (mx LA 1069-C)

I. Berlin
As band 6. Los Angeles, January 30th, 1936. Brunswick 7609. (mx LA, 1093-6)

F. Astaire / J. Mercer
As band 6. Los Angeles, January 30th, 1936. Brunswick 7610. (mx LA. 1094-A)

I. Berlin
As band 8. Los Angeles, January 30th, 1936 Brunswick 7608. (mx LA 1095-A)

I. Berlin
As band 8. Los Angeles, January 30th, 1936 Brunswick 7610. (mx LA. 1096-A)

D. Fields / J. Kern
As band 6. Los Angeles. July 26th, 1936 Brunswick 7717. (mx LA 1134-A)

D. Fields / J. Kern
As band 6. Los Angeles, July 26th, 1936 Brunswick 7718. (mx LA 1135-8)

D. Fields / J. Kern
As band 6. Los Angeles, July 26th, 1936. Brunswick 7717. (mx LA 1136-D)

D. Fields / J. Kern
As band 6. Los Angeles, July 28th. 1936. Brunswick 7716. (mx LA 1133-0)

D. Fields / J. Kern
As band 6. Los Angeles. July 28th. 1936 Brunswick 7718. (mx LA l137-A)

G. Gershwin/I. Gershwin
As band 6. Los Angeles, March 14th, 1937. Brunswick 7855. (mx LA1272-D)


G. Gershwin/I. Gershwin
As band 6. Los Angeles, March 18th, 1937. Brunswick 7856. (mx LA 1273-0)


G. Gershwin/I. Gershwin
As band 6. Los Angeles, March 19th, 1937. Brunswick 7855 (mx LA 1274-0)

G. Gershwin/I. Gershwin
As band 6. Los Angeles, March 19th, 1937. Brunswick 78S7. (mx LA 127S-C)


G. Gershwin/I. Gershwin
As band 6. Los Angeles, March 21st, 1937, Brunswick 7857 (mx LA 1276-0)

G. Gershwin/I. Gershwin
As band 6, Los Angeles, March 21st, 1937. Brunswick 7856. (mx LA 1277-8)

G. Gershwin/I. Gershwin
Accompanied by Ray Noble & His Orchestra
Los Angeles, October 17th, 1937. Brunswick 7982. (mx LA 1465-A)

G. Gershwin/I. Gershwin
As band 23, Los Angeles, October 17th, 1937, Brunswick 7983. (mx LA 1466-B)

G. Gershwin/I. Gershwin
As band 23, Los Angeles, October 19th, 1937, Brunswick 7983, (mx LA 1467-C)

G. Gershwin/I. Gershwin
As band 23, Los Angeles, October 19th, 1937, Brunswick 7982, (mx LA 1466-A)

I. Berlin
As band 23, Los Angeles, March 24th, 1938 Brunswick 8189, (mx LA 1608-A)


I. Berlin
As band 23, Los Angeles, March 24th, 1938 Brunswick 8189, (mx LA 1609-A)

I. Berlin
As band 23, Los Angeles, March 26th, 1938 Brunswick 8190, (mx LA 1610-A)

I. Berlin
As band 23, but add Ray Noble - Dialogue. Los Angeles, March 26th, 1938. Brunswick 8190 (mx LA 1611-A)

G. Gershwin/I. Gershwin
Accompanied by Benny Goodman & His Orchestra
Benny Goodman - Clarinet, leader;
Jimmy Maxwell, Ziggy Elman, Irving Goodman - Trumpets;
Red Ballard, Vernon Brown.
Ted Vesely - Trombones;
Toots Mondello, Les Robinson - Alto Saxophones;
Bus Bassey, Jerry Jerome - Tenor Saxophones;
Johnny Guarnieri - Piano;
Charlie Christian - Electric Guitar;
Artie Bernstein -String Bass;
Nick Fatool- Drums
Los Angeles, May 9th, 1940, Columbia 35517. (mx WCO 26BD7-A)


F. Astaire/G. Shelley
As band 31, but add Lionel Hampton - Vibraphone
Los Angeles, May 9th, 1940. Columbia 35517 (mx WCO 26BD9-A)


J. Mercer/Shaw
Accompanied by Perry Botkin & His Orchestra
Manny Klein - Trumpet;
Abe Lincoln - Trombone;
Jack Mayhew- Clarinet;
Perry Botkin - Mandolin, Guitar;
Charles LaVere - Piano;
Spike Jones - Drums
Los Angeles, September 22nd, 1940
Columbia 35815 (mx LA 2357-A)

J. Mercer/A. Hanighen
As band 33, Los Angeles, September 22nd, 1940 Columbia 35852, (mx LA 2358-B)

J. Mercer/A. Hanighen
As band 33, Los Angeles, September 22nd, 1940 Columbia 35815, (mx LA 2359-A)


J. Mercer/Borne
As band 33, Los Angeles, September 22nd, 1940
Columbia 35852 (mx LA 2360-A)


Original 78s from the collections of Robert Altshuler and Michael Brooks.

Produced by Michael Brooks

The Columbia Years Series Producer: Joe McEwen.
The Columbia Years Series Coordination: Steve Berkowitz.
Restoration Engineer: Frank Abbey.
Mastered by Vlado Meller at CBS Records Studios, New York
Packaging Manager: Sandy Lorenzo
Art Direction: Josephine DiDonato.
Photos: The Lester Glassner Collection

This Compact Disc was manufactured to meet critical quality standards. If you believe this disc has a manufacturing defect, please call our Quality Management Department at (800) 255-7514. New Jersey residents should call (609) 722-8224.



Between 1935 and 1938, Fred Astaire starred in six movies for RKO Radio Pictures - five of them with Ginger Rogers - that were universally acclaimed as the epitome of grace, style, wit, elegance, and musical distinction. During the same period, Fred Astaire made a total of thirty recordings for the Brunswick Record Corporation - all but one of them featuring songs from these movies that were equally celebrated for capturing the same special flair and flavor that distinguished the films.

Fred Astaire was not merely a dancer who sang - with the light, rhythmic voice one might expect - he was also a singer who, quite possibly, introduced more standards than any other stage or screen performer. What songwriters loved about him was that, despite his admitted vocal limitations, he brought to each song a personal involvement that never distorted either the meaning or the melody. His phrasing was unsurpassed, his enunciation clear, and his taste impeccable. As Irving Berlin has put it, "His heart was in a song before his feet took over."

One major factor contributing to the special appeal of the recordings Fred Astaire made for Brunswick was unquestionably his orchestral accompaniment. Over a period of little less than three years, Fred was supported by groups led by Leo Reisman, Johnny Green, and Ray Noble. While each band had its own personality, each was also ideally suited to the Astaire personality, and together the combination resulted in some of the closest instrumental and vocal- and even instrumental and dance - collaborations ever recorded.

Although Fred Astaire had begun his recording career in London as early as 1923, the only American dance orchestra with whom he recorded before 1935 was the one conducted by Leo Reisman. Reisman led a "society" orchestra, primarily identified with fashionable New York hotels, night spots, and social affairs. His arrangements were unfailingly inventive without being intrusive and were particularly well suited to provide, on records, the backing for a fascinating group of singers that included Noel Coward, Lee Wiley, Harold Arlen, and Clifton Webb.

In this collection, Reisman's band is heard on three selections, all from the film, Top Hat. The leaders versatile string section is, as usual, especially well used, whether the effect desired is silken ("Cheek To Cheek"), pizzicato (the Latin-flavored "The Piccolino"), or woven contrastingly through the reeds and the brass ("No Strings").

As leader of the orchestra that accompanied Fred Astaire no less than 19 times, Johnny Green is, of course, the conductor most closely identified with the singers recorded output. Like Reisman, Green led a hotel-type dance band, but with the important added feature of his own distinctive piano playing. In addition to recordings, Green was also associated with Astaire in the mid-1930s as music director of Fred's Packard Hour radio series. Years later, when he was at MGM, Green conducted the studio orchestra for two Astaire films, Easter Parade and Royal Wedding.

Some of the Astaire-Green collaborations deserve special comment, particularly the way Fred's tap routines are spotlighted for dramatic effect in "Let Yourself Go," the explosive taps-and-rumbling-piano opening fairly bursts through the grooves, while the dancing finale, at first blazing away like firecrackers, ends on a comic note as Fred, heeding the admonition of the bandsmen to relax, winds down the number to a slow-motion halt. "Bojangles Of Harlem" starts off with taps and a honky-tonk piano leading up to a brassy fanfare, and concludes with both a drum and tap "conversation" and a partly unaccompanied dance solo. In another jazzy piece, "Slap That Bass," the emphasis is, as might be expected, on alternate foot-tapping and bass slapping (performed by a musician identified by Fred only as "Kenny"). "Shall We Dance?" begins with Fred's flashing tap steps heard in the distance and then corning closer and closer until they explode into Green's staccato piano solo. Later, a lowdown trumpet accompanies a dance that builds to the numbers ultimate blast from the brass section.

Two recordings in the set take on the flavor of a rehearsal. In ''I'd Rather Lead A Band," we hear the band tuning up, the conductors baton-rapping, Fred's vocal solo (with the instrumental identifications followed by brief instrumental solos), and, at the end, Fred's final words, 'All right, boys, rehearsal tomorrow at ten.' The other rehearsal-type number is the bubbly polka, "Pick Yourself Up," in which Fred interrupts his singing between the verse and the refrain to attempt a tap routine that is apparently giving him trouble ("I'll get that thing yet"). Later, during a second dance solo, Fred asks for and receives encouragement from the musicians, which prompts him to accelerate the tempo until, still dissatisfied, he concludes with a self-deprecating groan.

In the more romantic, tapless selections, the voice of Fred Astaire and the piano of Johnny Green create a remarkable rapport, as in the excruciating plaintiveness of "Let's Face The Music And Dance" and the deep pensiveness of "The Way You Look Tonight" (which, on the words "With each word your tenderness grows," appropriately grows into a more affirmative declaration). The piano and vocal solos on "Isn't This A Lovely Day?" and ''I'm Putting All My Eggs In One Basket" are also notably expressive, while the variation on the first five notes on "They Can't Take That Away From Me," which serves as a signature at the beginning of both Green's playing and Astaire's singing, becomes almost part of the song itself.

Johnny Green also provides the proper sprightly backing for ''I'm Building Up To An Awful Let-Down," written by Astaire and Johnny Mercer, which is the one number in the collection unaffiliated with a movie. It was originally sung by Binnie Hale and Jack Whiting in Rise And Shine, a 1936 stage musical presented at London's Drury Lane Theatre.

Another of the leaders whose bands accompany Fred in this collection, Ray Noble has two distinctions He is the only one to have appeared in a Fred Astaire movie (playing a sillyass Englishman in A Damsel In Distress) and he is the only one whose voice is heard on a record (playing a sillyass Englishman in The Yam Step). Ray Noble, was, like Reisman and Green, a favorite of cafe society. In the early 1930s, he made a number of recordings in his native London with a pick-up band that won such high praise that he came to the United States to conduct an orchestra organized for him by Glenn Miller.

Once the band broke up in 1937, Noble went to Hollywood where he pursued a career as both actor and music director for a series of radio programs. The English leaders affinity for the swing-band sound was decidedly more pronounced than either Reisman's or Green's and, accordingly, his arrangements placed far greater emphasis on the work of instrumental soloists.

One of Fred Astaire's more personal expressions in the collection is "I Can't Be Bothered Now," which finds him so preoccupied with dancing that he refuses to be distracted by the "Paging Mr. Astaire" announcements by the Noble bandsmen. Fred's footwork is also heard in "Nice Work If You Can Get It" (with tap beats matched by drum beats) and in both "The Yam" and "The Yam Step (Explained)." ''The Yam," is a number in which Astaire taps and sings at the same time. Note also two special Ray Noble touches: the clock chimes at the end of "A Foggy Day" and the cascading saxes in "Change Partners."


TOP HAT (1935)
Although it closely followed the formula of The Gay Divorcee, Fred's first co-starring film with Ginger Rogers, Top Hat is generally accepted as the model for all the Fred-and-Ginger movies. The glamorous surroundings, the mistaken identity theme, the white, stylized stage-like settings, the scatterbrained comedians, and the totally illogical plotting of the story all helped to stomp Top Hat as the quintessential example of the unique, magical world inhabited by Fred Astaire and Ginger Rogers. It also had one other major ingredient: a scintillating score by Irving Berlin.

In the film, Fred plays Jerry Travers, an American dancer who is in London to star in a new musical revue. The night before the opening, he spends the time in the hotel suite of his producer and friend, Horace Hardwick (Edward Everett Horton), to whom he confides how happy he is to be romantically unattached ("No Strings"). Suitably buoyed by the song, Jerry performs a tap dance which ruins the slumber of Dale Tremont (Ginger), who occupies the suite directly below, and she storms upstairs. One look at Dale is all that it takes for Jerry to change his mind about romantic attachments. The next morning, after Jerry has driven Dale to a riding stable in the park, a sudden downpour forces Dale to take shelter in a bandstand, and a sudden clap of thunder forces her into Jerry's arms ("Isn't This A Lovely Day?").

Once they have danced together, it is now, of course, Dale's turn to fall in love. That night, however, because she mistakes Jerry for Horace (whose wife, Madge, just happens to be her best friend), Dale becomes so enraged that she slaps Jerry's face. But even a slap cannot be allowed to ruin the opening night of the new musical. In Jerry's dressing room Horace reads a telegram from Madge urging them both to join her in Italy at the Lido so that Jerry might meet her friend, Dale Tremont. Bounding onstage with the telegram clutched in his hand, Jerry describes his feelings at being invited to a gala formal party ("Top Hot, White Tie And Tails"). He then proceeds to perform a tap routine in which, using his walking stick as a rifle, he shoots down all the top-hatted chorus boys.

At the Lido, Dale still thinks Jerry is Horace and she cannot understand why Madge (Helen Broderick) is so anxious to have them dance together ("Cheek To Cheek"). When Jerry proposes, though, that's really too much, and Dale again slaps his face. Thoroughly confused and hurt, the unhappy girl impulsively marries Alberto Beddini (Erik Rhodes), a dress designer whose creations she models. But the marriage proves illegal when Horace's valet, Bates (Eric Blare), admits it was he who performed the ceremony disguised as a clergyman. The way is now clear for the dancing lovers to become permanently united - but not before a final exuberant dance by Jerry and Dale ("The Piccolino").

Since the triumvirate of Fred Astaire, Ginger Rogers, and Irving Berlin had proved so successful with Top Hat, RKO Radio insisted that the trio be retained for Follow The Fleet. Rather than keep Fred in his customary custom tailored attire, however, the studio decided to lower his social status and limit his wardrobe by casting him as a gum-chewing gob. The story selected to effect this transformation was based on a play called Shore Leave, which had already been adapted as the musical comedy Hit The Deck. No matter. With its somewhat altered plot and a bright, original Irving Berlin score, the picture emerged as a freshly-minted vehicle created specifically for the talents of Fred and Ginger.

Aboard ship as the movie opens, Bake Baker (Fred) enumerates all the questionable benefits of life in the United States Navy (''We Saw The Sea"). Once ashore in San Francisco, he and his buddies head for the Paradise Ballroom where Bake's ex-partner. Sherry Martin (Ginger), is the featured singer ("Let Yourself Go"). Though Sherry is fired after she and Bake win a dance contest, Bake promises to help her get a job with a theatrical producer. Before he can do anything about it, however, the fleet leaves port for the Canal Zone. While there, Bake entertains visiting naval brass by leading the dance band and by putting his fellow sailors through a topping close-order drill ("I'd Rather Lead A Band").

After the fleet has returned to San Francisco, Bake does get Sherry an audition but, by mistake, ruins her chance by putting bicarbonate of soda in her drinking water. To make amends, Bake offers to stage a benefit show to help Sherry's Sister, Connie (Harriet Hilliard), raise money to recondition a dilapidated scow left her by her father (''I'm Putting All My Eggs In One Basket"). The ship is saved when, to no one's surprise, the show is a success, due mainly to Bake and Sherry's dramatic, Monte Carlo number ("Let's Face The Music And Dance").


When RKO bought the Broadway musical Roberta as a showcase for Irene Dunne, Fred Astaire, and Ginger Rogers, it used most of the original Otto Harbach-Jerome Kern score, plus two additional pieces by Kern and lyricist Dorothy Fields. Suitably impressed, the studio gave the new team the responsibility of creating their first complete score together for the next Fred-and-Ginger opus, Swing Time. The movie also provided the stars with their first story to have a New York locale and the only one in which Fred, even fleetingly, was romantically involved with a girl other than Ginger.

The film starts off with Lucky Garnett (Fred) leading his vaudeville dance troupe in his hometown just before he is to marry a wealthy local belle. But his fellow dancers trick him into arriving late for the wedding ceremony, and, finding himself penniless, Lucky, along with sidekick Pop Cardetti (Victor Moore), hops a freight for New York. Accidentally meeting Penny Carrol (Ginger) on the street, he follows her into the dance studio where she works as an instructress. After one lesson ("Pick Yourself Up"), Lucky and Penny get a chance to audition for a nightclub engagement, but Lucky fails to show up because he lacks the proper formal attire. Penny is furious but her anger soon melts - and whose wouldn't? - when Lucky serenades her ("The Way You Look Tonight"). It isn't long before the two do perform their audition number ("The Waltz In Swing Time") and soon scale the dancing heights. But, since Lucky still considers himself engaged to the girl back home, he stifles his feelings toward Penny (''A Fine Romance"), thereby causing a temporary rift.

In the Silver Sandal nightclub, Lucky scores a great hit in a blackface dance routine ("Bojangles Of Harlem"). His elation, however, quickly vanishes when his fiancee (Betty Furness) shows up, and things get even worse when Penny considers this enough reason for her to agree to marry band leader Ricardo Romero (Georges Metaxa). In the deserted nightclub, Lucky and Penny take their final, anguished musical farewell ("Never Gonna Dance") - before, of course, the ultimate, joyous reconciliation.

During his stage career in both New York and London, Fred Astaire was fortunate in having Ira and George Gershwin to create the scores for two of his best-received musicals, Lady, Be Good/and Funny Face. He was equally fortunate in having the brothers create the score for Shall We Dance. The movie also put Fred and Ginger in their most glamorous setting since Top Hat, and provided audiences with Hollywood's idea of the utmost in luxurious living, in Paris, aboard a transatlantic ocean liner, and in a New York hotel. Fred appears as Pete Peters (alias Petrov), the star attraction of the Paris-based Russian Ballet Company, presided over with fussy arrogance by Jeffrey Baird (Edward Everett Horton). Having seen musical-comedy star Linda Keene (Ginger) in a revue, Pete, naturally, decides to marry her - and he takes the first step down the aisle by being on the same New York-bound steamer ("Slap That Bass"). Pete loses no time in pursuing Linda mainly on the kennel deck - and he eventually breaks down her resistance when he confesses his love ("Beginner's Luck.")

Through a misunderstanding, Pete and Linda are thought to be married and Linda's manager, Arthur Miller (Jerome Cowan), tries to maintain the impression in order to keep her from really getting married and retiring from the stage. One way is to arrange for Linda, while dining at the Starlight Roof of a gleaming New York hotel, to sing and dance with Pete ("They All Laughed"). Later, a faked photograph that makes it appear as if the two are in bed together is accepted by everyone as unassailable proof that they are, indeed, man and wife. To avoid reporters, Pete and Linda spend the day in Central Park where they sing and dance (on roller skates) about their phonetic incompatibility ("Let's Call The Whole Thing Off").

Now convinced that the only way they can make people believe they are not married is to get married and then get a divorce. The couple have the quickie ceremony performed in New Jersey and then take an abbreviated honeymoon aboard a ferry back to Manhattan ("They Can't Take That Away From Me"). Suddenly jealous when a seductive rival for Pete's affection shows up, Linda disappears, and the lovesick Pete, who is a star in a show on the Starlight Roof, hopes to find consolation by having the chorus girls wear masks in Linda's likeness. When she sees this demonstration of Pete's affection, Linda joins the shows finale ("Shall We Dance?''), and the two dance lovingly up to the final bow.

Because Shall We Dance had not proved quite so financially successful as had the previous Astaire-Rogers movies, RKO decided that the time had come for at least a temporary break in the partnership. The only trouble was that studio contract player Joan Fontaine, the partner chosen for Fred's next film, A Damsel In Distress, had the curious qualification of being unable either to sing or to dance. But the movie did have the comic presence of George Burns and Gracie Allen as well as Ray Noble plus a script co-authored by P G. Wodehouse (who adapted it from his own novel and play). And, once again, the brothers Gershwin were called in to call the tunes.

Like Jerry Travers in Top Hat, Jerry Holliday in A Damsel In Distress is a musical-comedy dancing star appearing in a London production. After having accidentally met Lady Alyce Marshmorton (Joan), Jerry entertains a street crowd by singing and dancing ("I Can't Be Bothered Now"). Upon receiving an urgent letter supposedly from Lady Alyce, Jerry and his press agent (Burns) and secretary (Allen) drive to Totleigh Castle to do what they can to help this damsel in distress. At first the girl's problem is that she thinks she loves someone her family disapproves of, but pretty soon she confesses that Jerry is really the only one for her. This admission quite naturally prompts the smitten lad to burst into song ("Things Are Looking Up").

In the evening, Just before attending a formal ball at the castle, Jerry strolls through the foggy garden and sings of his new-found love ("A Foggy Day"). Because of a planted story about his alleged philandering, the poor chap is now barred from entering the castle, but he manages to get in by posing as a member of a vocal trio ("Nice Work If You Can Get It"). Later, when Lady Alyce is his forevermore, the song is reprised for an exultant topping and drumming finale.

Carefree reunited Fred and Ginger (it was the eighth out of ten films they did together) and Irving Berlin, but some of the standard plot developments of previous Astaire-Rogers films were strikingly altered. For the first time, it was Ginger who fell for Fred before he fell for her, and for the first time, Fred played a character other than a dancer or musician. Primarily, the picture was a showpiece for Ginger's clowning rather than Fred's dancing, though there was that memorable routine in which Fred coordinated tap step with golf swings.

As for the plot, Dr. Tony Flagg (Fred), a psychiatrist, is urged by his friend, Stephen Arden (Ralph Bellamy), to try 10 discover why Stephen's fiancee, Amanda Cooper (Ginger), is always breaking their engagement. Tony has a dinner prepared for Amanda at the Medwick Country Club that is guaranteed to make her dream, and that night she does - all about dancing and kissing Tony ("I Used To Be Color Blind"). Amanda, of course, is afraid to admit this to the good doctor, and Tony, to get at the truth, hypnotizes her. While still under hypnosis, Amanda goes on a rampage through the streets and even insults the sponsors of her radio program.

At a formal dance at the country club, Amanda obliges by singing and - with Tony- demonstrating a new dance step ("The Yam"). Though the girl now admits that she loves Tony, he doesn't believe her. Once again he tries hypnosis, this time to convince her that she loves Stephen and hotes him, with the result that Amanda tries to shoot Tony. That night at the club, Tony, with another partner, tries to dance as closely as possible to Amanda ("Change Partners".) Later, on the terrace, Tony hypnotizes Amanda for the third time, but she still thinks she loves Stephen and they make plans for their wedding. Just before the ceremony, Stephen gets into a fight with Tony, and, aiming a punch, accidentally knocks out Amanda. Which, at lost, brings her to her senses - and to Tony.

- Stanley Green

After The Story Of Vernon And Irene Castle the team of Astaire and Rogers decided to call it a day. Their last two movies together had lost money, and both wanted to get away from the formula scripts that had seemed so fresh and funny in the Depression years but now reflected a bygone era.

Ginger Rogers mode four more films for RKO before 1940's Kitty Foyle won her an Oscar. Fred went freelance, and after The Broadway Melody Of 1940 with Eleanor Powell for MGM, he crossed over to Paramount. Whilst he was filming Second Chorus he cut two sides with the Benny Goodman Orchestra, then enjoying a long engagement at the Cocoanut Grove of the Hotel Ambassador in Los Angeles. "Who Cares?" revived his association with the Gershwins, although, ironically, it come from a non-Astaire musical Of Thee I Sing. "Just Like Taking Candy From A Baby"was written by Fred and Gladys Shelley, and Lionel Hampton is brought in on vibes to simulate the Benny Goodman Sextet within the full band framework.

Second Chorus starred Fred with Burgess Meredith, Paulette Goddard, Charles Butterworth, and Artie Shaw and His Orchestra. Fred and Burgess play two aging, trumpet-playing students who refuse to graduate as they can make more money leading the college band. Unfortunately the script portrays them as stupid, cross, and selfish; and these negative elements make the film uncomfortable to watch today and quite overshadow the comic talents of Butterworth and the generous footage given to the Show band. "Poor Mr. Chisholm" was written by Johnny Mercer and Bernie Hanighen for the Butterworth character, on eccentric, mandolin-playing millionaire who wants to bankroll Show's swing concert. "Dig It" by Mercer and Astaire's long-time rehearsal pianist, Hal Borne, is used in the film as a vehicle for an Astaire-Paulette Goddard dance routine, while "Love Of My Life," by Mercer and Artie Shaw, acts as the mandatory love song Mercer and Hanighen's "Me And The Ghost Upstairs" was played by Fred's college bond at a Halloween dance with Fred's real-life dance director, Hermes Pan, making on anonymous appearance clothed in white muslin as the ghost. Although all record labels credit the song as coming from the film, it was actually cut before release and it is doubtful whether any footage still survives.

- Michael Brooks
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