Bright Lights Film Journal

Fred and Ginger Miss a Step in <em>Shall We Dance</em>

“Let’s call the whole thing off?”

Shall We Dance (1937) is the last and least of the great Fred & Ginger musicals, saved from ignominy by a superb score courtesy of George and Ira Gershwin.1 The film is an unabashed return to the “satin ‘n’ platinum” world of The Gay Divorcee and Top Hat. It’s where Fred & Ginger belong, of course, but sadly we’ve gone back to the well once too often.

The fatal weakness of Shall We Dance is that Fred and Ginger were tired of dancing with each other. They have only two numbers together, and the film concludes with the too ghastly “Shall We Dance” number, featuring, for the most part, not Ginger but the too-too ghastly Harriet Hoctor.2 Instead of dancing, we’re stuck with an excess of the “lighter than air” badinage that had already begun to curdle several pictures earlier. (In particular, there’s some heavy-duty mugging from an overstressed Eric Blore.)

Shall We Dance starts well, with both Fred and Ginger in Paris (for no reason, really, other than that they can take a deluxe ocean liner back to New York). Fred is the great ballet dancer “Petrov” (aka “Pete Peters, Philadelphia, Pa”), champing at the bit to trade in his slippers for some taps, much to the horror of his manager, Jeffry Baird (Edward Everett Horton, of course). Ginger, meanwhile, is Linda Keene, Broadway’s biggest star, but bored, bored, bored with the high life, so bored, in fact, that she pushes her current dance partner, played by Pete Theodore, into a fountain during rehearsal.3

Thanks to a Linda Keene picture book, Fred is in love with Ginger before he’s even laid eyes on her. He comes a’courting, and, when Ginger expresses a lack of enthusiasm at meeting a “simpering toe-dancer,” he bounds in in full Petrov, rolling his “r’s” in a fine frenzy and practically clicking his heels in her face. Yes, he is irritating, but he does make an impression.

Ginger tosses Fred out on his derriere and then pours out her woes to male galpal and manager Arthur Miller (Jerome Cowan,4 filling in for Helen Broderick, who took the role of Ginger’s confidante in both Top Hat and Swing Time). It’s time to throw in the towel, Ginger concludes. She’ll go back to the USA and marry the boy she left behind, Jim Montgomery.5 Miller listens sympathetically to Ginger’s every hiccup, but regardless of what she says, he knows she was born for the stage. Besides, if Ginger quits, where’s Artie going to find another meal ticket?

Despite his hasty exit, Fred isn’t regretting the brush-off he received from Ginger. He knows her travel plans, and books passage on the same liner so he can continue the pursuit. As the voyage progresses, Arthur cleverly assumes the role of go-between, secretly advising Fred on Ginger’s state of mind. He’s sure the duo of Keene and Petrov will be a smash.

Horton, meanwhile, is in his own tizzy, terrified that gold-digging dames will get their hooks into Fred.6 To ward them off, he starts a rumor that Fred is secretly married. Fred, fortunately, is unawares and below decks for a classic number, “Slap that Bass,” set in an art deco, chrome and white engine room that is a delightful self-parody of the whole Fred & Ginger ambiance. It’s all Fred, all George, all Ira, and all good.

Fred needs to keep busy, because Ginger’s given up men for dogs, a little Scottie that she takes for walks on deck. When his little wool vest gets snagged, she gets out her knitting needles, which causes the ship’s gossipy rag of a daily to wonder if she might not be Fred’s secret bride and, not so secretly, preggers, a plot twist that unleashes a deluge of PG-rated double entendres and “comic” misunderstandings. To escape all the innuendo, Ginger takes leave of the ship in a special plane.7

Several days later, Fred arrives in New York and promptly falls into a waiting goldfish bowl of publicity. Everyone in the city assumes that he and Ginger are married. Some staged photos of the two in bed together (well, sort of) bring Gotham near hysteria.8 Ginger decides that the only way they can lead normal lives is to actually get married, so they can then get divorced.

Amidst all this fuss and furbelow are three great Gershwin songs (“They All Laughed,” “Let’s Call the Whole Thing Off,” and “They Can’t Take That Away from Me”), with nice dancing from Fred & Ginger for the first two. However, neither dance has any emotional content and Ginger’s final realization that she really does love Fred is never dramatized. She simply appears at the end of the haplessly lame “Shall We Dance” number for a delightful minute before the final fadeout.


Astaire recorded all of the songs from Shall We Dance (without Ginger) at the time the film was released. They are available on the two-CD set “Starring Fred Astaire” from Columbia as well as several other collections. The great Billie Holiday recorded both “Let’s Call the Whole Thing Off” and “They Can’t Take That Away from Me” (live recording) at the time Shall We Dance was released. They are also available on a number of CD collections of her recordings. Check the “Afterwords” section of the review of Roberta from issue number 29 for links to web pages for Fred and Ginger.

George and Ira Gershwin probably turned out more first-rate popular songs than any of their competitors, including Irving Berlin. The perfect introduction to their achievement, and itself one of the great achievements in American popular culture, is Ella Fitzgerald’s “The Gershwin Songbooks.” (Producer Norman Granz and arranger Nelson Riddle deserve substantial credit as well.) Important films using Gershwin’s music include The King of Jazz (1929), A Damsel in Distress (1937, Fred’s first picture sans Ginger), The Goldwyn Follies9 (1937), Girl Crazy (1943, Mickey Rooney and Judy Garland at their best), A Rhapsody in Blue (1945 biopic), An American in Paris10 (1951, as much Gene Kelly, probably, as anyone can handle), and Porgy & Bess.11 Good websites devoted to Gershwin include and

  1. George Gershwin did not have a lot of enthusiasm for Shall We Dance, resenting the fact that the spotlight was on Fred & Ginger rather than George & Ira. “The amount of singing one can stand of these two is quite limited,” he groused. Gershwin had already completed “Porgy & Bess” when he went out west to work for Hollywood and surely felt he was slumming. []
  2. Hoctor, virtually a walking croquet wicket, was a contortionist/dancer whose specialty was kicking herself in the head. []
  3. This is the only time we ever see Ginger dancing with another man in the Fred/Ginger series. It lasts less than a minute, but it’s still a shock, somehow. But the “number” that we see is entertaining, a bit of a parody, actually, of a Fred & Ginger number, with an overdecorated “big white set.” []
  4. As Arthur Miller, Cowan is sloe-eyed and sissified, but he could shift gears when the price was right. He played Sam Spade’s partner in The Maltese Falcon (1941), the sleazy but too-trusting Miles Archer, shot “right in the pump” by the lovely but unsentimental Brigid O’Shaughnessy (Mary Astor). As unspeakable DA Thomas Mara in Miracle on 34th Street (1947), he tried to put Santa in the loony-bin. Cowan was a busy actor in the forties, appearing in 90 films. []
  5. Jim, played by William Brisbane, is later described as having “the shortest chin and the longest yacht ever christened,” a gag Brisbane could hardly have enjoyed. []
  6. Horton’s character is particularly bitchy and possessive of Fred in this film. He’s even mean to Ginger, the cad. []
  7. Fortunately, she remembered to pack her white flying leathers. []
  8. In those days, people got excited about celebrity marriages instead of celebrity murders. []
  9. The Goldwyn Follies was the last project George Gershwin worked on, dying of a brain tumor at age 37. It is probably necessary now to explain that “Goldwyn” was Sam Goldwyn, the “G” in MGM, a self-infatuated showman who never quite achieved the legendary status he hankered for. I’ve never seen The Goldwyn Follies, but I’m betting that, with both the Ritz Brothers and Bobby Clark in the cast, subtle it ain’t. []
  10. A two-CD set of the music from An American in Paris has been released, including numerous out-takes. Along with Kelly, there’s music from the Benny Carter Quartet and piano-pounder Oscar Levant. []
  11. An interesting review of this 1993 filmed version of the opera, which I haven’t seen, is available at []