Bright Lights Film Journal

Fred Meets Joan Leslie, and <em>The Sky’s the Limit</em>

“Never let it be said little Freddie can’t carry his load”

The Sky’s the Limit is the one Fred Astaire film that is different. There’s just a hint of noir lingering in the air and, underneath it all, the unmistakable scent of subtext. It’s a faint, confused subtext, one that never seems to know where it’s going and in fact never does go anywhere, but it never quite disappears.1

Luckily, the film has more to offer than its wan subtext. There are really two good reasons to see The Sky’s the Limit: a sprightly “getting to know you” dance (“I’ve Got a Lot in Common With You”) featuring Fred and Joan Leslie and, more importantly, Fred’s single greatest solo performance, “One for My Baby.”

The great song-writing combination of Harold Arlen (music) and Johnny Mercer (lyrics) teamed up to do the music for The Sky’s the Limit. They also wrote “This Will Be My Shining Hour” for the film, lip-snyched by Leslie and used later for the big romantic dance, which, unfortunately, is just a bit pedestrian.

By the time Fred made The Sky’s the Limit in 1943, there was just no ignoring World War II. The suits put Fred in uniform, making him a fighter pilot — not a bad idea, really, since small men make the best pilots, although Fred was about twenty years too old for wings. Fred’s an ace, back in the States to sell bonds with his buddies, played by Robert Ryan and Richard Davies.

The casting here is terrible, since the two men are half Fred’s age and twice his size. They make him look fragile and vulnerable. He doesn’t seem to belong in a leather jacket and flying scarf.

Fred slips away from the bond tour, embarrassed at being hailed a hero. Throughout the film, he’s always pretending, longing to be the person he really is, but never daring to do so. But who is he? Ay, there’s the rub.

Other than florist and interior decorator, there aren’t many occupations less masculine in the United States than male dancer. In WWII, a man of Astaire’s obvious elegance must have felt just a little out of place, and this ambivalence, this wanting to be a part of things even though it’s obviously not possible, comes through in the film almost by osmosis.

Although Fred gets off the glory train near Salt Lake City, he hitchhikes back to the Big Apple in record time, following a cute little number into the “Colonial Club.” The gal is Joan Leslie, a 17-year-old sweetheart best-known to audiences for her role in Yankee Doodle Dandy the year before.2 Joan’s a photographer, taking carefully arranged “candid” shots of celebrities in the club, one of the many deliberately cynical touches in the script. Joan’s an idealist — she wants to go to Russia, like Margaret Bourke-White3 — but her boss Robert Benchley,4 editor of “Eyeful”5 magazine, prefers dry martinis to fighting fascism and doesn’t want anything to happen to Joan’s cute little figure.

Fred pursues Joan in a not very graceful manner, sneaking into the photos she’s trying to take, and then follows her home. He further pisses her off by saying he takes no interest in the war and doesn’t even have a job! Joan has no patience with such unmanly, “slacker” behavior and is glad to make her escape. Fred, however, not only rents the apartment next to hers, but in the morning he breaks into her place and makes her breakfast!

For most of the film, Fred both chases and irritates Joan. She keeps trying to get him a job and he keeps walking out of the interviews she arranges for him. He says he’s asserting his freedom to do nothing, an attitude that she clearly finds irresponsible. There is a suggestion here of a gay man pursuing a woman, not out of sexual desire but loneliness, wanting to get close to her without arousing her desire for a man. Naturally, it doesn’t work out. Fred can’t get close to her without being the man he doesn’t want to be. Fortunately, there’s more to see than these hints and suggestions. Eventually, Fred and Joan get on stage, performing for the boys at the canteen. The number, “I’ve Got a Lot in Common With You,” is great fun, quite reminiscent of “I Ain’t Hep to That Step But I’ll Dig it” in Second Chorus with Paulette Goddard.

Unfortunately for Fred, his buddies are back in New York and in the audience. “Seeing you up there dancing with that girl makes me feel better about the war already,” Ryan tells Fred, a gibe that, under certain circumstances, might have made Astaire nervous in real life.

Fred’s afraid his buddies will blow his cover with Joan. To appease them, he agrees to perform a “snake dance,” a bizarre ritual of self-humiliation that apparently was thought up by Astaire himself. The dance is getting more than a little faggy when an MP mercifully cancels Fred’s act.

The next day, Joan sends Fred to meet with Boss Benchley for a job, but Fred isn’t looking for work. Instead, he has a proposition for Bob. Instead of hiring Fred, Bob should marry Joan. Since Fred can’t/won’t give Joan what she wants, he’ll give her Bob instead, who at least can keep her in lace and satin.

Bob thinks it’s a great idea, but says that Joan has already turned him down, despite numerous dinners at his penthouse.6 Fred says that Bob just doesn’t know how to create the proper mood. Fred heads over to the penthouse to arrange the proper setting for Bob’s proposal, a plot twist that has just a hint of “Queer Eye for the Straight Guy” circa 1943.

Naturally, no one wants to see Bob chasing Joan. Bob inadvertently spills the beans to Joan by mangling a quotation from Wordsworth that Fred got from Joan about her ideal man. Joan, who has now shifted from pursued to pursuer, tells Bob to make other plans for the evening. She puts on her glad rags and gets into the penthouse before Fred can get out. She woos Fred with a portfolio of etchings,7 including Reginald Marsh’s “Bread Line.”8

At first, Fred isn’t buying, but ultimately gives in and they have a romantic duet to “This Will Be My Shining Hour,” which has its moments but never really jells. And, as Arbogast told Norman, “if it doesn’t jell, it isn’t aspic.”

After the dance, Joan is seriously hot to trot, and arranges another job interview for Fred, this time with the head of “Sloan Aircraft.” But when they meet, Fred tells Sloan that his aircraft are lousy, a remarkable touch in a wartime film. After pissing off Sloan, Fred tells Joan that she should forget about him, that he has no character. She runs off, crushed, while Fred and Bob go bar-hopping. Bob, who now knows who Fred really is, prepares some sort of exotic drink in a large brandy glass so that Fred can drown his sorrows. “”I just got in over my head,” Fred says. “I’m a guy walking a tightrope, and I’ve got to walk it alone.”

Benchley splits and Fred tosses off the concoction. When he puts the glass on the bar, the stem shatters. In a sort of bar-hopping montage, visiting the bars we have previously seen in the film, Fred sings that classic ode to male self-pity,”One for My Baby.” When another stem breaks on him, Fred smashes the glass on the bar. Overwhelmed by his feelings of uselessness — who needs a dancer when there’s a war on? — his fury explodes into dance. However useless he is in the real world, here he is king.

Astaire leaps up onto the bar (twice) with incredible ease and performs a brilliantly reckless dance, which ends in a cacophony of broken glass. The sense of liberation, of power, and then the sad, bitter, but defiant return to earth are all perfectly displayed. “One for My Baby” is known only to aficionados because it’s buried in an obscure film, but it’s the Astaire classic of classics.

Once Fred sobers up in the morning, he’s got his flying orders — taking bombers to Australia. When Joan tells Benchley that he’s still out of luck, he decides that, under the circumstances, “I might as well be noble about it.” He doesn’t explain to Joan exactly what he means, but sends her off to photograph a bomber flight bound for Down Under. On the runway, Fred and Joan have a rather desperate reunion and farewell, the sort of jumbled, incomplete, emotional occurrence that happens in wartime.


Information on composer Harold Arlen can be accessed here, but there can be no better introduction than Ella Fitzgerald’s two CDs dedicated to the “Harold Arlen Songbook.” Big band arranger Billy May supplies superbly baroque settings for Arlen’s music, creating the perfect counterpoint to the classic simplicity of Nelson Riddle’s work with Ella on the “Gershwin Songbook.”

Robert Benchley’s admirers have put together a nice site here, while has extensive info on Fred.

  1. The script has a number of curiously in-joky, artsy, “Progressive” references. However, none of the four writers on record — Frank Fenton, S.K. Lauren, Lynn Root, and William T. Ryder — has much of a reputation. I don’t know who’s responsible for the strange flavorings. []
  2. “I get older, they get younger,” Fred said of the mismatch. Joan turned 18 during mid-shoot, but up until then was required by California law to spend part of the day attending class. []
  3. Margaret Bourke-White a classic figure of the New Deal era, was the first western photographer to visit the Soviet Union, in 1930. Check out her work here. []
  4. Benchley previously appeared with Fred in You’ll Never Get Rich, in a similar dirty old man role, putting the lech on Rita Hayworth instead of Joan. []
  5. “Eyeful” is clearly based on Esquire. Benchley’s office and his penthouse feature blowups of “Petty girls,” drawn by Esquire pinup artist George Petty, who went on to do calendars for such outfits as the Rigid Tool Company. If you’ve been wanting to accessorize that pinky ring, Zippo has an extensive collection of Petty girl lighters. Check out George’s work here. []
  6. Eric Blore, famous for his comic butler roles with Fred and Ginger in the thirties, has a brief, awkward appearance as Benchley’s butler here. This was his last film with Fred. []
  7. In pre-sixties America, inviting a woman up to your room to look at your etchings was supposedly a classic method of seduction. []
  8. Samples of social realist Marsh’s work are available []