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10. TOP HAT, 1935

A perfectly crafted film bound to leave you in a perfectly happy mood

“Top Hat” is one of the preeminent Movie Musicals (and one of my personal favorite films). It is just about a perfect film let alone a perfect musical. It was nominated for four Academy Awards (including “Best Picture”) and became one of the most successful films of the decade as well as the most profitable film for RKO Pictures in the 1930s. “Top Hat”, a “screwball” musical romantic comedy, contains one of the finest and most entertaining uses of double entendres (dialogue understood two ways) in films. It also contains the most fun use of mistaken identity in films I've ever seen. Interestingly, there are a lot of subtle gay jokes and innuendo as well, particularly with the characters of “Beddini” and “Bates”, and occasionally with “Jerry” and “Horace”, just adding to the screwball fun.


Ginger Rogers and Fred Astaire

To be a top musical star you had to be able to dance and sing as well as act, and the musical stars of“Top Hat", Fred Astaire and Ginger Rogers, are prime examples. They became one of the most iconic and successful screen duos in history, and certainly the most important in Movie Musicals. In their films they introduced countless hit songs by some of the most renowned composers in music (including Irving Berlin, Jerome Kern, George Gershwin, Cole Porter, and more). Many of the songs they introduced became standards. Fred and Ginger made ten films together, nine in the 1930s (“Top Hat” was their fourth). They had irresistible chemistry onscreen (not just while dancing) and complemented each other perfectly. When talking about their onscreen pairing, Katharine Hepburn summed up their onscreen pairing pretty well in her famous quote about them, “She gave him sex. He gave her class”. Her persona did ooze sex appeal, and he is about as classy as you can get.


Fred and Ginger were among the top box office stars of the 1930s. In a post Great Depression world their films lifted people’s spirits and epitomized escapism and fantasy by presenting a world of high style, romance, hope, and magic. When actress Sophia Loren was a child growing up poor in Italy during WWII, she would go with her sister to the movies. In 2015, I attended an interview with her at the TCM Film Festival where she said,“To see these grand beautiful buildings, and the clothes, the hair, the dance, the music, Ginger Rogers, Astaire... we really thought we belonged to another world. So for some minutes, some instant, we were happy". Let us not forget the overall impact of cinema. Just a few decades before “Top Hat”, people all over the world saw things via films they had never seen before: wealth, butlers, poverty, high fashion, gowns, hairstyles, make-up, luxurious apartments, palm trees, beautiful women, gorgeous men, expensive cars, pirates, princesses, kings, big city life, country life… the list can go on and on. Movies presented what seemed like a new tangible reality, and people who never before dreamed of having a fancy car or dress suddenly desired one. It’s hard to gauge but films changed the world in ways we can’t fully realize - for better and for worse I suppose.


Fred Astaire

Fred Astaire, who stars as "Jerry Travers”, was a dancer, singer, actor, and choreographer, and is one of the top musical stars, period. He has become an icon, and is noted by many (especially dancers) as being the greatest and most influential dancer of all time. Gene Kelly (another of the finest dancers), who you saw in “Singing in the Rain”, once said, "the history of dance on film begins with Astaire”. Fred Astaire was the epitome of elegance and class. He was very innovative and a game changer in Movie Musicals. At the time he arrived on the scene Busby Berkley style musicals were the big draws with their kaleidoscopic choruses of dancers, innovative close ups and editing, and giant set pieces. They are still unbelievable to watch. Pure spectacle. However, Astaire changed that insisting that dancers be shown from head to toe (no close-ups while dancing), and that there be little or no editing so the dancing could be fully seen. The camera would follow him in very long takes almost like a dance partner. One of his famous quotes is, “Either the camera will dance, or I will”. Starting with him dance sequences became about choreography and performance and not about spectacle. Astaire was known to be a perfectionist, and was so meticulous in his craft and instinctive in filmmaking that he mapped out everything in his films ahead of time - the timing of musical numbers, the comedy, and all the plot points.

Hermes Pan

While Fred Astaire choreographed his own dances, he often worked with Hermes Pan (a hugely gifted dancer and choreographer) who Astaire called his “idea man”. When rehearsing routines for the Fred and Ginger films, Hermes would dance Ginger’s part and would even dub her taps (tapping them into a mike for the film’s soundtrack). Fred and Hermes’ brilliant collaboration lasted on and off for most of Astaire’s career. Strangely, they even looked a lot alike.


Fred Astaire started in vaudeville as a very young child. He and his sister Adele became a successful duo on Broadway in 1917. They split as a team in 1932, when his sister got married. He soon went to Hollywood, and there is a famous quote regarding the evaluation of him from his screen test: "Can't sing. Can't act. Balding. Can dance a little”. Not sure if it’s true, but it’s a fun story. His first film was dancing in a Joan Crawford musical, “Dancing Lady” (we’ll see some films of Miss Crawford shortly). His second film was “Flying Down to Rio”, starring Dolores del Rio, and Gene Raymond (who you saw in "Red Dust:”). In it, Fred had a featured part alongside a dancing partner by the name of Ginger Rogers, and they stole the picture. Pandro Berman (mentioned below) saw them, and convinced Fred to team with Ginger for more films. Not wanting to be part of another team (his sister being the first), Fred was reluctant but Pandro convinced him and the rest is history. While Ginger was a talented dancer, according to Astaire she wasn’t the technically best he partnered with. But with their chemistry Ginger was hands down his most exceptional partner, and when they danced she looked so in love and so thrilled to be dancing with him it made all women dream of someday dancing with Fred Astaire. He became one of the biggest stars of the 1930s, and remained a huge star if not legend for the rest of his life. He made a total of about 50 films and TV shows, mostly musicals, many are classics including “The Band Wagon”, “Easter Parade”, “Royal Wedding”, “On the Beach”, “Funny Face”, “The Towering Inferno”, as well as the ten he made with Ginger Rogers. He was voted number 5 of the men on the American Film Institute’s “100 Years...100 Stars” list of the "50 Greatest American Screen Legends”. He was married twice, and had two children with his first wife. His second wife, whom he married when he was 81, was 36 years younger. Fred Astaire died in 1987 at the age of 88.

Ginger Rogers

When one thinks of non-musical actors or actresses from classic cinema, Ginger Rogers, who stars as "Dale Tremont” in “Top Hat”, is rarely mentioned anymore. Most fondly remembered as Fred Astaire’s dancing partner, I believe her now to be one of the most overlooked if not underrated actresses of the era. It’s almost impossible not to get swept up in the music, dancing and magic of her films with Astaire, and thus be blind to her immense acting ability. Even I didn’t realize just how brilliant she was until I started watching some of her other films including "The Major and the Minor", and her “Best Actress” Academy Award winning role in "Kitty Foyle” (her only nomination). In all her films she is so natural, so real, so full of depth, and she is in that rare group of actors who are incredible listeners. Just watch her as her costars speak or even sing to her. She is always in the moment and truly listening. It’s amazing to watch. I never knew it growing up but it turns out she is one of my father's favorite actresses. I love that! Ginger Rogers was a gifted comedienne, dramatic actress, dancer and singer. She started in the mid 1920s in vaudeville, then Broadway, and then films beginning in 1929. She began to be noticed by audiences in 1933 in the classic musicals, “42nd Street”, and “The Gold Diggers of 1933” (in which she sang “We’re in the Money”). After appearing in over twenty films, her big break came with Fred in “Flying Down to Rio”, and stardom came with their subsequent films. Not wanting to be known only as Fred’s partner, she made other films in-between the ones with Astaire. She often played sassy, sexy “working class” types and was known (especially in the films with Astaire) for wearing gorgeous costumes. She was very interested in fashion and had a hand in many of the dresses she wore on screen. Some classic films in which she appeared (without Fred) include, “Stage Door”, “The Major and the Minor”, “Monkey Business”, “Bachelor Mother”, and “Kitty Foyle”. She appeared on Broadway throughout her career, and was in over ninety films and TV shows. Ginger was one of the biggest stars of both the 1930s and 40s, as well as the highest paid star in the early 40s. She made fewer films from the 1950s onward, and appeared mostly on television until 1987, around the time she retired. She was voted number 14 of the women on the American Film Institute’s “100 Years...100 Stars” list of the "50 Greatest American Screen Legends”. She, along with Fred Astaire, helped forever shape the Movie Musical. They would work so hard and do so many takes of their dances, that her feet would sometimes bleed through her shoes. A famous quote regarding Ginger and their pairing came in a cartoon by Bob Thaves, in his 'Frank and Ernest’ series, which stated, “Sure he (Astaire) was great, but don’t forget that Ginger Rogers did everything he did… backwards and in high heels”. Ginger was married five times and had no children. Ginger Rogers died in 1995 at the age of 83.


Pandro S. Berman

“Top Hat” was produced by one of Hollywood’s top producers, Pandro S. Berman, a name you are sure to see onscreen over and over again as you watch classic films. An important figure in Hollywood history, he is the person responsible for pairing Fred Astaire and Ginger Rogers, and creating the careers of Katharine Hepburn, Bette Davis, Lucille Ball, and Elizabeth Taylor among others. He started in silents as a script clerk, then an editor, and became an assistant producer to David O. Selznick at RKO Pictures. He became a powerhouse behind RKO and produced many of the classic films to come out of that studio, including seven of the Astaire/Roger’s films as well as “The Hunchback of Notre Dame”, “Gunga Din”, “Alice Adams”, “Of Human Bondage”, “Morning Glory”, “Stage Door”, “Love Affair”, “Ivanhoe”, and many, many more. He left RKO and moved to MGM, where he produced more classics such as “Ziegfeld Girl’, “National Velvet”, "The Picture of Dorian Gray", "Father of the Bride", "The Blackboard Jungle", "Butterfield 8", "Sweet Bird of Youth", "A Patch of Blue", and more. In the late 1960s he became an independent producer, and retired in 1970. Six of his films were nominated for “Best Picture” Academy Awards, and in 1977 he was awarded the Irving G. Thalberg Memorial Award by the Academy for his contribution to film. He died in 1996 at the age of 91. I probably won’t be pointing out many more producers on this blog, but Pandro S. Berman is one of a handful of very important producers of classic cinema.

Mark Sandrich

Pandro and Fred Astaire formed a top notch team to work with, including director Mark Sandrich. Sandrich directed over seventy films of all types, beginning with silent short films, and is perhaps most known for the five Astaire/Rogers musicals he directed: "The Gay Divorcee". "Top Hat", "Follow the Fleet ", "Shall We Dance", and "Carefree". Mark Sandrich died in 1945 at the age of 44. He had two sons, including Jay Sandrich, a very successful television director.


“Top Hat” is one film in which the entire supporting cast is so outstanding that to replace any one of them would definitely lessen the film. Each contributes so much that while Fred and Ginger are certainly the stars, the film almost feels like an ensemble piece. The four actors I’m mentioning below all worked in multiple Astaire/Rogers musicals.


Edward Everett Horton Jr., who plays “Horace Hardwick”, was a prolific character actor who started in silent films and appeared in over one hundred films, many classics. A master at the “double-take” and a marvelous comic actor, in “Top Hat” he shows off his most common screen persona to its utmost - bumbling, somewhat effeminate, and very funny. He appeared in three Astaire/Rogers musicals, as well as classics such as “Holiday”, “Design for Living”, “Here Comes Mr. Jordan”, “Lost Horizon”, “Arsenic and Old Lace”, and many more. Always a fun actor to watch. He died in 1970 at the age of 84.


Eric Blore, who plays the valet “Bates”, was a talented British actor who worked in US films from silents until 1955. He appeared five Astaire/Rogers musicals, more than any other actor. In addition to those films, other classics in which he appeared include “The Lady Eve”, “The Sky's the Limit”, “It’s Love I'm After”, “The Road to Zanzibar”, as well as being the voice of “Mr. Toad” in Walt Disney’s animated film, “The Adventures of Ichabod and Mr. Toad”. He died in 1959 at the age of 71.


Helen Broderick, who skillfully plays “Madge Hardwick”, was a terrific comedienne with her large eyes and dead-pan delivery. She started on Broadway and made just over thirty films up until 1946 when she retired. She appears in two of the Astaire/Rogers musicals, as well as “Stage Door Canteen”, “No, No, Nanette”, and “Father Takes a Wife”. She died in 1959 at the age of 68.


Erik Rhodes, who plays “Alberto Beddini”, appears in two Astaire/Rogers musicals. The first, “The Gay Divorcee”, was a role he originated in the London stage production (as did Fred Astaire and Eric Blore), and he was brought to Hollywood to reprise the role for the film version. Mostly a Broadway actor and singer, he did make about two dozen films all in the 1930s and later appeared on TV. He is best known for his roles in the two Astaire/Rogers films, and his other films include “Charlie Chan in Paris", "Dramatic School", and "The Mysterious Mr. Moto”. He died in 1990 at the age of 84


Also of note: A very blonde Lucille Ball has an uncredited bit part as a flower shop girl near the beginning of the film. You'll see her at an angle from behind, and she delivers just a couple of lines.

Irving Berlin

One of the things Astaire and Rogers musicals are famous for is the music. The two introduced so many hit songs to the public that have remained hits to this day. In “Top Hat" we are treated to music and lyrics by the legendary Irving Berlin, one of three Astaire/Rogers films for which he composed songs (the other two being "Follow the Fleet" and “Carefree”). He is one of the top composers in the history of music, writing over 1,500 songs (including songs he wrote for Broadway and films), many of which have become standards. His songs have been sung by so many artists of many different generations (including the likes of Frank Sinatra, Barbra Streisand, Elvis Presley, Judy Garland, Linda Ronstadt, Doris Day, Cher, Diana Ross, Bob Dylan, Lady Gaga, Michael Buble, Ella Fitzgerald, Christina Aguilera, and on and on). Berlin composed songs for 19 films, was nominated nine times for an Academy Award for “Best Original Song” (including a nomination for “Cheek to Cheek” from “Top Hat”), winning one for the song “White Christmas” from the 1942 film, “Holiday Inn”. Every one of his songs in “Top Hat” made it onto the “Your Hit Parade” radio show in the same week (the show played the 15 most popular songs in the US each week). For five weeks “Cheek to Cheek" was the #1 song on that show.


Ginger Rogers

Another popular aspect of Astaire/Rogers musicals, were the dresses worn by Ginger. My mother once told me when she was young she couldn’t wait to see what Ginger Rogers wore in her films. As I mentioned above, Ginger often had input designing and choosing her costumes, and in “Top Hat”, she wears her most famous (also infamous) dress during the “Cheek to Cheek” dance - a breathtaking dress loaded with ostrich feathers. The feathers move with her as she moves and you can’t help but watch the feathers from time to time. Astaire and director Sandrich saw the dress for the first time when shooting and they hated it, as it kept shedding. Feathers would end up in Fred’s eyes, up his nose, into the camera, and on the floor. Astaire was quoted as saying “It was like a chicken attacked by a coyote, I never saw so many feathers in my life." He and Sandrich did not want the dress, but Ginger fought for it, had the feathers reinforced, and won out. As Astaire later admitted, she was right. And she was. The dress completely enhances the dance, helping to take your breath away. Afterwards Fred gave her the nickname of “feathers”, along with a feather for her charm bracelet. If you look closely you can still see a couple feathers on the floor and occasionally flying off the dress as they dance. The dance, probably their most famous together, is so beautiful it made movie history and is often paid tribute to in other films as varied as "Easter Parade", "The Purple Rose of Cairo", and "The Green Mile”.


Another notable aspect of the Astaire-Rogers films evident in “Top Hat”, is the art direction and sets. The enormous and ritzy art deco hotel suites and the idealized version of Venice, Italy (complete with bridges, canals and gondolas), help to create the other worldly nature of this magical film. Almost like a theme park, it is a fantastical place in which I totally want to escape!


I’ll speak briefly about the musical numbers in the “READ AFTER WATCHING” section below, since the songs forward the story and I’ll be mentioning plot and don’t want to ruin any of the fun for first time viewers.


In a world peppered with bad news and hard times there is often a need to briefly escape and enter into a carefree place of elegance and romance. There is no better way I can think of to go there than through watching the classic “Top Hat”. Enjoy!



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TO READ AFTER VIEWING (contains spoilers):


One of the strengths of “Top Hat” is how well the musical numbers forward the story. As I stated above, this film is expert at double meanings. That also applies to the dancing in this film which often has two uses throughout:


In the London Men’s Club at the beginning of the film, “Jerry’s” taps disturb the haughty members, revealing from the start his somewhat defiant and self-assured character.

The two main characters meet because of tap dancing (in the "No Strings” number) where “Jerry” wakes up “Dale” with his tapping sounds, and then puts her back to sleep with a little soft shoe.

In the next dance number, "Isn't This a Lovely Day (to be Caught in the Rain)”, the dancing is a flirtation and seduction during which “Dale” finally softens up to “Jerry”.

And while they dance “Cheek to Cheek” they completely fall in love.

"Top Hat, White Tie and Tails”, one of Fred Astaire most remembered tap solos, doesn’t particularly forward the plot, but it does continue a double use of dance while showcasing Fred’s stupendous tap dancing and rhythm. During this dance he changes tempo, never losing his spot on rhythm, and uses tap sounds to replicate different artillery sounds. It is quite ingenious and he makes it look so easy - like even I can do it. Astaire became almost synonymous with top hats, white ties, and tails (possibly because of this film), even though he didn’t wear them in most of his films.



The final number, "The Piccolino”, gives you a taste of what the popular musicals prior to Fred Astaire were like. With its large chorus of dancers largely shown from above or from afar, they create patterns and almost a kaleidoscope effect. This style is most famously associated with the imaginative director Busby Berkley (and we’ll see his films in the future).

One last tidbit. The plot of "Top Hat" follows most of the plots of the Astaire/Rogers' films: Guy meets girl, guy gets girl, guy loses girl, guy gets girl back. Knowing he will get the girl in the end, the excitement comes from waiting to see just how he gets her back!