Shall We Dance (RKO, 1937)

by Mark Gabrish Conlan • Copyright © 2021 by Mark Gabrish Conlan • All rights reserved

Last night at 7:15 p.m. I watched a couple of movies on Turner Classic Movies in a row. The first was a movie I’ve long been familiar with: Shall We Dance (no question mark in the title), made in 1937 and the seventh of the nine movies Fred Astaire and Ginger Rogers made together at RKO from 1933 to 1939. Before the film Ben Mankiewicz quoted the old bromide that “Ginger Rogers did everything Fred Astaire did, but she did it backwards and in high heels,” which for some reason has become an iconic assertion of female power even though, while Rogers executed the dances brilliantly, she had nothing to do with creating them. The man who figured out what Ginger Rogers would do backwards and in high heels was Hermes Pan (he was originally Hermes Panagiatopoulos but he understandably shortened that mouthful of a Greek name). Astaire and Pan would lock themselves into a rehearsal room with Astaire’s rehearsal pianist, Hal Borne, and play through the songs. As they got familiar with them, Astaire and Pan would dance together, working out the steps that eventually would dazzle the world, and when they had the choreographic routine set they’d call in Ginger Rogers and teach it to her. Astaire usually wanted absolute secrecy in his rehearsals, though one outsider managed to sneak into the room one day and see Astaire and Pan dancing cheek to cheek to Irving Berlin’s song of that title – which led to the persistent rumor that Astaire was Gay (he wasn’t). Pan joked about being the rehearsal partner for both of them: “With Fred I’d be Ginger, and with Ginger I’d be Fred.”

Shall We Dance was the seventh of the series, and it added two illustrious names to the behind-the-camera talent: George and Ira Gershwin, who had written songs for several stage musicals featuring Fred Astaire and his sister Adele in the 1920’s, but hadn’t yet written a film score for him. The Gershwins’ first gig in Hollywood was for the 1931 musical Delicious – which, when Turner Classic Movies revived it about a decade ago,turned out to be a masterpiece, full of dark, chiaroscuro proto-noir cinematography and an edgy plot starring Janet Gaynor as an undocumented immigrant to the U.S. from Scotland pursued by a Javert-like cop and protected by an upper-class guy she met on the boat going over and who dumps his rich-bitch fiancée for her. The Fox Film Corporation paid the Gershwins $100,000 for the job and were clearly hoping for a commercial boost from the name – the opening title reads “JANET GAYNOR and CHARLES FARRELL in DELICIOUS with GEORGE GERSHWIN MUSIC” – but instead of a bright, upbeat score filled with big, hummable tunes George Gershwin wrote a series of edgy, musically complicated songs and Ira obliged with bitterly satirical lyrics. Delicious was a box-office flop, and when the Gershwins returned to New York they had three stage failures in a row: Let ’Em Eat Cake, Pardon My English and Porgy and Bess. So by the time they sought work in Hollywood again their price had dropped in half; they got $50,000 to write the songs for Shall We Dance and a raise to $75,000 for the other film on their two-picture deal with RKO, A Damsel in Distress (also with Astaire, but without Rogers – Joan Fontaine replaced her because the part needed a British girl, but she couldn’t dance, though she recalled the experience quite pleasantly in her autobiography and named Astaire and Charles Boyer her favorite co-stars because they put their own egos aside and, when they made suggestions, it was for the overall good of the film). Shall We Dance was also the last project with George Gershwin songs that audiences got to see during his lifetime; when he died later in 1937 A Damsel in Distress hadn’t yet been released and his final project, The Goldwyn Follies, was unfinished (Vernon Duke completed its score). Despite his then-recent run of flops, Gershwin’s name still carried enough cachet that the studio orchestra plays a bit of Rhapsody in Blue under George and Ira Gershwin’s card in the credits.

Directed by Mark Sandrich (the fourth of his five films with Astaire and Rogers) from a committee-written script mainly credited to Lee Loeb and Harold Buchman (story), P. J. Wolfson (adaptation) and Allan Scott and Ernest Pagano (script), Shall We Dance features Astaire as Peter P. Peters from Philadelphia, Pennsylvania, who’s being passed off by his manager Jeffrey Baird (Edward Everett Horton) as a Russian ballet star named, inevitably, “Petrov.” When the film opens he’s appearing in Paris and getting ready to sail to New York for his upcoming appearances at the Metropolitan Ballet. Ginger Rogers plays Linda Keene, expatriate American musical star who’s holding down the fort at a nightclub and fending off the sexuah harassment she’s getting from an overly amorous dance partner. Petrov shows Baird a flip book of Linda’s dance and tells him, “I haven’t met her, but I’d kind of like to marry her. In fact, I think I will” – which, as Arlene Croce wrote in The Fred Astaire and Ginger Rogers Book, is exactly the sort of thing you’d expect Astaire to say of Rogers in one of their films together. Through sheer persistence, Petrov crashes Linda’s dressing room after one of her shows – and for someone he’s just said he’d like to marry even though he doesn’t know her, he goes out of his way to make a lousy first impression, speaking in an outrageously phony Russian accent and acting like she should think it’s a great honor that he’s interested in her. Ginger’s performance as Linda Keene is one of the bitchiest she ever put down on film; she’s so disgusted with the whole life of being a musical star and in particular with all the men who are cruising her that she tells her manager, Arthur Miller (Jerome Cowan, a fine character actor who was poorly used in most of his films; in his best-known movie, The Maltese Falcon, he’s killed off in the first reel), that she’s going to go home and retire. She’s got a super-rich stuffed-shirt fiancé, Jim Montgomery (William Brisbane), whom she plans to marry so she’ll never have to work again.

Meanwhile, Petrov books passage on the same ocean liner, the Queen Anne, and tries to get close to Linda – one of Ginger’s finest moments in the movie is when she overhears him speaking in his normal American accent and sees through his affectations at once – including a couple of elaborate scenes in which he borrows a dog from the ship’s purser and joins Linda on the ship’s dog-walk to the music of a George Gershwin instrumental alternately called “Promenade” and “Walking the Dog.” (Michael Tilson Thomas had it transcribed from the film soundtrack and recorded it on his 1985 Columbia album of Gershwin’s “classical” music, including both rhapsodies and the three piano preludes.) Meanwhile, Petrov is being chased by Lady Tarrington (Ketti Gallian), a former dancer with his company who’s just divorced her British nobleman husband (were the writers inspired by Adele Astaire’s retirement from their act to marry a British nobleman for real?) and is on the loose again. To discourage her, Jeffrey Baird starts a rumor that Petrov and Linda Keene secretly married four years before and already have five children (when he’s asked how that’s possible, Astaire says, “Twins”), and things snowball to the point where the two have to get married for real so they can then get divorced and Linda will be free to marry Montgomery. There’s a series of ironic commentaries on show-business images – literally – when, in order to bolster the rumor that Petrov and Linda are married, Baird and Arthur Miller place a life-sized dummy of Linda in Petrov’s bed and sneak in a photographer to take a picture.

Later, after the Metropolitan Ballet has fired Petrov over his scandalous marriage with Linda, Baird and Miller offer him the lead in their new show, Shall We Dance, with co-star Harriet Hoctor, a weird creature who, as Arlene Croce put it, “can be taken for nothing human.” She popped up in a few movies around this time doing a weird mixture of ballet and contortionism that featured a spectacular backbend en pointe in which she could literally kick herself in the head. Most directors shot this bizarre act from a side view to capture the arch of Hoctor’s body as she bent it, but Sandrich chose a straight-ahead angle that makes her breasts look like submarine conning towers. All this occurs as part of the show-within-the-film, in which the lovestruck Petrov has decided that if he can’t actually dance with Linda, he’ll dance with images of her. I doubt if the writers intended this, but there’s at least an unconscious commentary on the whole notion of celebrity and images in the appearance of the full-sized Rogers dummy and the Rogers masks the female choristers in Astaire’s big dance hold in front of their faces to fulfill Astaire’s desire to dance with images of her when the real one is unavailable. Linda has hired a process server to serve Petrov with divorce papers (there’s a scene when they marry, with her giving her real name, Linda Thompson, and him giving his, that was copied in one of the deleted scenes from the Judy Garland-James Mason A Star Is Born) and, when he’s unable to get to him – thanks to all-purpose manservant Cecil Flintridge (Eric Blore) – Linda decides to serve the paper herself in the middle of Petrov’s big dance number. (This is a mistake; summonses to legal actions cannot be served by someone who’s a party to the action.) She puts on a chorus girl’s costume, grabs one of the masks of herself, and during the big dance she lets her mask slip so Petrov knows that one of his fake “Lindas” is the real one. He pulls off the various women’s masks, finds Linda, they do a quick dance together to the song “They All Laughed,” and the movie ends with Petrov and Linda, already legally married, finally a couple in fact as well as in rumor and in law.

All this takes place to one of the greatest scores Gershwin ever composed, with well-known songs like “They Can’t Take That Away from Me” (though Astaire and Rogers don’t get to dance to this one together; instead he sings it to her while they’re on the ferry to New Jersey and then later, as part of the Big Show, he dances it with – ugh – Harriet Hoctor), “They All Laughed,” “Let’s Call the Whole Thing Off,” and lesser-known songs like “Beginner’s Luck” and “Slap That Bass.” The last is done in the ship’s engine room – whiter and far cleaner than a real one – with Mantan Moreland singing the song’s verse and Astaire dancing with a chorus line of real Blacks after his blackface tribute to Bill “Bojangles” Robinson in his immediately previous film, Swing Time. The dances are pitch-perfect and one of the things I like about this movie is the way Rogers dresses in simple gowns with spectacular patterns – none of the feathers or beads that had caused Astaire such grief in their previous films – though Croce lamented that their performance to “They All Laughed” is the only true Astaire-Rogers dance sequence in the film. For “Let’s Call the Whole Thing Off” Astaire and Pan devised a routine in which Astaire and Rogers would don roller skates and skate around the rink in Central Park; according to one commentary, this took 150 takes and was one of the few Astaire-Rogers musical numbers that couldn’t be shot in a single uninterrupted take (as he preferred) but had to be pieced together in the editing room. Though made relatively late in the cycle (and its box office, though good, was below that of the previous films and led RKO studio head Pandro Berman to let Astaire and Rogers make separate movies for their next projects), Shall We Dance is a lovable movie and one of my ongoing favorites.