AFI Catalog of Feature Films
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Shall We Dance
Alternate Title: Stepping Toes
Director: Mark Sandrich (Dir)
Release Date:   7 May 1937
Production Date:   24 Dec 1936--22 Mar 1937
Duration (in mins):   101 or 116
Duration (in reels):   12
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Cast:   Fred Astaire (Petrov [also known as Pete P. Peters])  
    Ginger Rogers (Linda Keene)  
    Edward Everett Horton (Jeffrey Baird)  
    Eric Blore (Cecil Flintridge)  
    Jerome Cowan (Arthur Miller)  
    Ketti Gallian (Lady Tarrington)  
    William Brisbane (Jim Montgomery)  
    Ann Shoemaker (Matron [Mrs. Fitzgerald])  
    Harriet Hoctor (Herself)  
    Charles Coleman (Policeman in Central Park)  
    Marek Wyndheim (Ballet instructor)  
    Ben Alexander (Evans)  
    Emma Young (Linda's maid)  
    Alphonse Martell (Doorman)  
    Charles Irwin (Steward)  
    Vesey O'Davoren (Steward)  
    Charles Hall (Steward)  
    Sam Wren (Charlie)  
    Helena Grant (Matron)  
    Pete Theodore (Dance partner)  
    George Savidan (Errand boy)  
    Matty Roubert (Elevator boy)  
    Pat Flaherty (Park policeman)  
    Frank Moran (Process server)  
    Rolfe Sedan (Ballet master)  
    Leonard Mudie    
    Sherwood Bailey    
    Norman Ainsley    
    Sam Hayes    
    J. M. Kerrigan    
    William Burress    
    Torben Meyer    
    Spencer Teakle    
    Marie Marks    
    Monty Collins    
    Jane Hamilton    

Summary: Smitten with photographs of musical revue star Linda Keene, Pete P. Peters, an American ballet dancer living in Paris and performing under the name Petrov, vows to his impresario, Jeffrey Baird, that he will meet and marry her. However, when Pete, who secretly prefers jazz dancing to formal ballet, finally arrives at Linda's apartment, he overhears her eschewing her fawning male admirers and expressing to her nearly bankrupt producer, Arthur Miller, her desire to quit show business. With his thickest Russian accent, Pete introduces himself as Petrov, the temperamental ballet star, and pretends to be unimpressed by Linda. Then, to be near her as well as be away from Lady Tarrington, a former ballerina and dogged admirer of his, Pete tricks Jeffrey into booking passage for him on the same New York-bound boat on which Linda is sailing the next day. Before boarding the liner, Pete encounters Lady Tarrington and, in order to rid himself of her, confirms Jeffrey's story that he has been married in secret for four years. While sailing to New York, Pete connives to join Linda as she takes her little dog on his daily walks and gradually wins favor with her. However, after rumors generated through Lady Tarrington about Pete's "secret marriage" begin to spread around the boat, Linda's attentions to Pete lead to speculation that she is Pete's wife and is pregnant. When an outraged Linda then hears from Jeffrey that Pete used her to avoid Lady Tarrington, she grabs the next mail airplane to New York. After Linda assures her confused Park Avenue fiancĂ©, Jim Montgomery, that she is still single, Arthur throws a party for the couple on the hotel's roof. During the party, Arthur, who doesn't want Linda to marry Jim and leave show business, connives to have her perform an impromptu dance with Pete, then conspires with a publicity man to have a sleeping Pete photographed with a mannequin of Linda. The published photograph, which is offered as proof of Pete and Linda's marriage, forces the reluctant couple to flee from reporters, and eventually leads them to marry secretly in New Jersey. Linda agrees to the marriage on condition that she can divorce Pete immediately, but soon realizes that she truly loves the dancer. However, when she finds Pete with Lady Tarrington, she disappears from the hotel and initiates divorce proceedings. Although the resulting scandal causes Pete to lose his engagement with the Metropolitan Ballet Company, Arthur, desperate over the absence of Linda, offers to feature him in his upcoming musical revue. At the show's opening, Linda arrives to serve Pete his divorce papers, but when she sees the number that he created, in which all of the dancers are wearing masks of her face, her anger dissolves. By placing herself in the dance, Linda reunites on stage with a joyful Pete. 

Production Company: RKO Radio Pictures, Inc.  
Production Text: A Pandro S. Berman Production
Distribution Company: RKO Radio Pictures, Inc.  
Director: Mark Sandrich (Dir)
  Argyle Nelson (Asst dir)
Writer: Allan Scott (Scr)
  Ernest Pagano (Scr)
  Lee Loeb (Story)
  Harold Buchman (Story)
  P. J. Wolfson (Adpt)
  Anne Morrison Chapin (Contr to trmt)
  James Gow (Contr to scr const)
  Edmund North (Contr to scr const)
Photography: David Abel (Photog)
  J. Roy Hunt (Cam)
Art Direction: Van Nest Polglase (Art dir)
  Carroll Clark (Art dir assoc)
Film Editor: William Hamilton (Ed)
Set Decoration: Darrell Silvera (Set dresser)
Costumes: Irene (Miss Rogers' gowns)
Music: Nathaniel Shilkret (Mus dir)
  Hal Borne (Rehearsal pianist)
Sound: Hugh McDowell Jr. (Rec)
Special Effects: Vernon Walker (Spec eff)
Dance: Hermes Pan (Ballet staged by)
  Harry Losee (Ballet staged by)
Make Up: Mel Berns (Makeup)
Production Misc: J. R. Crone (Prod mgr)
Stand In: Harry Cornbleth (Stand-in for Fred Astaire)
  Marie Osborne (Stand-in for Ginger Rogers)
  John Huettner (Stand-in for Edward Everett Horton)
  Harry Timms (Stand-in)
  Paul Rochin (Stand-in)
Country: United States

Songs: "Slap That Bass," "Walking the Dog (Strictly Instrumental)," "(I've Got) Beginner's Luck," "They All Laughed," "Let's Call the Whole Thing Off," "They Can't Take That Away from Me" and "Shall We Dance," music by George Gershwin, lyrics by Ira Gershwin.
Composer: George Gershwin
  Ira Gershwin

Copyright Claimant Copyright Date Copyright Number
RKO Radio Pictures, Inc. 7/5/1936 dd/mm/yyyy LP7176

PCA NO: 2994
Physical Properties: b&w:
  Sd: RCA Victor System

 
Genre: Musical comedy
 
Subjects (Major): Dancers
  Gossip
  Marriage--Secret
  Romance
  Show business
 
Subjects (Minor): Airplanes
  Ballerinas
  Ballet
  Divorce
  Dogs
  Hotels
  Infatuation
  Musical revues
  New Jersey
  New York City
  Newspapers
  Nobility
  Ocean liners
  Paris (France)
  Parties
  Photographs
  Reporters
  Russians
  Scandal

Note: The working titles of this film were Watch Your Step , which also was the title of the screen story, and Stepping Toes . Modern sources also list On Your Ballet , Stepping Stones , Stepping High , Round the Town , Dance with Me , Let's Dance and Twinkle, Twinkle as other working titles. The production, which according to a HR news item, required 300 hours of rehearsal, was the seventh film in which Rogers and Astaire appeared together. Rehearsals began in Nov 1936. Shall We Dance was the first film that George and Ira Gershwin worked on with Astaire, and only the second film for which the brothers had composed music. The Gershwins wrote the music for two of Astaire's broadway shows, Lady, Be Good! and Funny Face , as well as composing for Girl Crazy , a Broadway musical that starred Rogers. Their song "They Can't Take That Away from Me" was nominated for an Academy Award for Best Song but lost to "Sweet Leilani" from Paramount's Waikiki Wedding . HR production charts and news items add Abe Reynolds to the cast list, but his participation in the final film has not been confirmed. RKO production files indicate that Margot Grahame was originally cast in the role of Lady Tarrington, but was subsequently replaced by Ketti Gallian. Modern sources add to the cast George Magrill ( Room steward ), Jean de Briac and Pauline Garon. In addition, modern sources complete the above list of players with the following character names: Emma Young ( Tai ) and Sherwood Bailey ( Newsboy ). Modern source crew credits include Robert Russell Bennett ( Orchestrator ); John Miehle ( Still photographer ) and Edith Clark ( Wardrobe attendant ).
       Modern sources give the following information about the production: At the time of his hiring, George Gershwin, who had recently written the opera Porgy and Bess and had suffered a series of Broadway flops, was deemed by the industry to be "highbrow" and uncommercial. Consequently, his deal with RKO, which paid him $55,000 for Shall We Dance and included an option for a second film at $70,000, earned him considerably less than Irving Berlin and Jerome Kern made for similar work on previous Astaire-Rogers films. The Gershwins began composing music for the film months before production began, and the script was written to some extent around the songs. (The film's premise was reportedly inspired by the Richard Rodgers-Lorenz Hart hit Broadway show On Your Toes , a story about an American revue dancer and a Russian ballet company, which the composers originally had imagined as an Astaire vehicle. The play was filmed in 1939, but without Astaire [see entry above]). Because of the fundamental set-up of the film's story, the script encountered immediate censorship problems with the PCA. Joseph I. Breen, the director of the PCA, said of the script: "The attempt to make comedy out the suggestion--even though such suggestion is quite untrue--of an unmarried woman who is pregnant, is, in our judgment, highly offensive." Many deletions were ordered by Breen, who also admonished RKO to be careful not to expose any "intimate" parts of the dancers' bodies, particularly breasts.
       Hal Borne's piano arrangements were used by orchestrator Robert Russell Bennett as the basis for the score's orchestration. One song composed for the film, "Hi-Ho," which was to be used at the film's opening, was dropped from the score because shooting it according to the Gershwins' scheme would have cost the studio $55,000. ("Hi-Ho" was not published until 1967.) Another song, "Wake Up, Brother, and Dance," was eliminated from the score to make room for the title song but re-surfaced years later in altered form as "Sophia" in Billy Wilder's 1964 film Kiss Me, Stupid . In Nov 1936, George Gershwin wrote of his efforts on the title song: "We haven't a title for the picture as yet, but we are all struggling hard to find just the right phrase." Their friend, Vincente Minnelli, is credited with coming up the "right phrase," and the Gershwins proceeded to complete "Shall We Dance?" (the question mark was eventually deleted) in the spring of 1937.
       Producer Pandro S. Berman, who expected the Gershwins to create "six hits" for the film, wanted the highly respected George Balanchine (who had choreographed sequences in On Your Toes ) to choreograph the musical numbers. Balanchine expressed interest in the project, but prior commitments to the Metropolitan Opera prohibited him from accepting the assignment. Director Sandrich tried to hire Russian choreographer Leonide Massine for the ballet sequences, but Harry Losee was flown in from New York and, in spite of his background in modern dance, was assigned to the ballet sequences. Hermes Pan assisted Astaire on the show dancing. The complicated roller skating routine that accompanies "Let's Call the Whole Thing Off" required thirty-two hours of preparation and took four days to shoot. Astaire and Rogers skated for an estimated eighty miles. Because the routine was especially difficult, Astaire declined to shoot it according to his "single-shot" rule (see Top Hat for further information). The skating sound effects were dubbed and inserted after shooting. According to Hermes Pan, Astaire got the idea for the choreography for the "Slap That Bass" number, in which Astaire dances around the ocean liner's boiler room, playing off the machinery, from a cement mixer he and Pan passed on the RKO lot. In spite of Berman's desires for hit songs and a hit movie to counter the relatively poor box office showing of Swing Time , Shall We Dance made only $413,000 in profits, while the Gershwins' songs failed to catch on with public until many years later. 

Bibliographic Sources:   Date   Page
Daily Variety   27 Apr 37   p. 3.
Film Daily   30 Apr 37   p. 9.
Film Daily   7 May 37   pp. 5-8.
Hollywood Reporter   25 Nov 36   p. 2.
Hollywood Reporter   22 Dec 36   p. 10.
Hollywood Reporter   28 Dec 36   p. 6.
Hollywood Reporter   11 Jan 37   p. 11.
Hollywood Reporter   18 Jan 37   p. 7.
Hollywood Reporter   22 Mar 37   p. 10.
Motion Picture Herald   8 May 37   p. 42.
New York Times   14 May 37   p. 21.
Variety   12 May 37   p. 12.

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