Carefree (film)

1938 American musical film by Mark Sandrich

Carefree

theatrical release poster

Directed by| Mark Sandrich
Written by| Original idea:
Marian Ainslee
Guy Endore
Story & adaptation:
Dudley Nichols
Hagar Wilde
Screenplay:
Allan Scott
Ernest Pagano
Produced by| Pandro S. Berman
Starring| Fred Astaire
Ginger Rogers
Ralph Bellamy
Cinematography| Robert De Grasse
Edited by| William Hamilton
Music by| Irving Berlin (songs)
Victor Baravalle (score)

Production
company

RKO Radio Pictures

Distributed by| RKO Radio Pictures

Release date

* September 2, 1938 (1938-09-02)

Running time

| 83 minutes
Country| United States
Language| English
Budget| $1,253,000[1]
Box office| $1,731,000[1]

Carefree is a 1938 American musical comedy film directed by Mark Sandrich and starring Fred Astaire, Ginger Rogers and Ralph Bellamy. With a plot similar to screwball comedies of the period, Carefree is the shortest of the Astaire-Rogers films, featuring only four musical numbers. Carefree is often remembered as the film in which Astaire and Rogers shared a long on-screen kiss at the conclusion of their dance to "I Used to Be Color Blind," all previous kisses having been either quick pecks or simply implied.

Carefree was a reunion for the team of Astaire and Rogers after a brief hiatus following Shall We Dance and six other previous RKO pictures. The next film in the series, The Story of Vernon and Irene Castle (1939), would be their final RKO film together, although they would reunite in 1949 for MGM's The Barkleys of Broadway.

## Plot[edit]

Psychiatrist Dr. Tony Flagg does a favor for his friend, Stephen Arden, by taking on his fiancée, Amanda Cooper, as a patient. Amanda, a radio singer, can't seem to make a decision about Stephen's many proposals of marriage, so Tony probes her subconscious mind to interpret her dreams. When Amanda dreams of dancing with her doctor, she is convinced that she is in love and to avoid telling Tony about the dream, makes up a wild dream. This leads Tony to believe that Amanda has serious psychiatric problems and he anesthetizes her to act on her subconscious impulses.

By chance, Stephen comes by, not knowing that she's under the influence of the anesthetic and Amanda is crazy in public, destroying property and kicking a cop. The next day, there is a party and Amanda gets Tony to dance (the Yam) with her and in the process of trying to tell Stephen that she's in love with her doctor, Stephen thinks that she's saying that she's in love with him. Amanda then dances with Tony, telling him that "something terrible has happened, and you're mixed up in it".

Tony hypnotizes Amanda, saying that Tony does not love her and that "men like him should be shot down like dogs". Tony, while Amanda is still in a trance, realizes that he's in love with her, but while he is talking to himself in another room, Amanda has gotten out again. She finds Stephen at the country club, using a shotgun at targets. She takes one and starts shooting at Tony, who arrived desperately trying to undo what he has done. Stephen accuses him of trying to take his fiancée away. On Amanda and Stephen's wedding day, Tony sneaks in and wants to punch Amanda so that she is unconscious and he can hypnotize her, but cannot bring himself to do it. Stephen barges in, aims a punch at Tony but smacks Amanda unconscious instead. Tony tells Amanda that he loves her, and they get married.

## Cast[edit]

* Fred Astaire as Tony Flagg
* Ginger Rogers as Amanda Cooper
* Ralph Bellamy as Stephen Arden
* Luella Gear as Aunt Cora
* Jack Carson as Thomas Connors
* Clarence Kolb as Judge Joe Travers
* Franklin Pangborn as Roland Hunter
* Walter Kingsford as Dr. Powers
* Kay Sutton as Miss Adams
* James Finlayson (uncredited) as Man on golf course

Cast notes

* Hattie McDaniel appears briefly as a maid named "Hattie"
* RKO borrowed Ralph Bellamy from Columbia Pictures for this film.[2]

## Production[edit]

Carefree was in production from 14 to 15 April 1938 (Astaire's golfing dance) and from 9 May to 21 July.[3] Location filming was done at Busch Gardens in Pasadena, California,[4] and at the Columbia Ranch.[2]

The "I Used to Be Color Blind" number was planned to be a Technicolor sequence in an otherwise black-and-white film.[5] The film as released is entirely black-and-white.

Astaire didn't like "mushy love scenes," and preferred that lovemaking between him and Rogers be confined to their dances. Because rumors sprang up that Astaire's wife wouldn't let him kiss onscreen, or that Rogers and Astaire didn't like each other, Astaire agreed to the long kiss at the end of "I Used to Be Color Blind", "to make up for all the kisses I had not given Ginger for all those years."[6]

Besides the number "Let's Make the Most of Our Dream," another scene that was dropped from the released film was one where Astaire tries to analyze a scatter-brained patient, played by Grace Hayle.[7]

The film was released on 2 September 1938.[8] The previous Astaire-Rogers film, Shall We Dance, had been released in May 1937,[9] and the 16-month gap between the films was the longest between Astaire-Rogers films to that date.[2]

## Songs[edit]

The songs in Carefree were all written by Irving Berlin,[10] and except for "Change Partners," which he had written for Astaire and Rogers years before, he wrote them all over the course of a few days, while on vacation in Phoenix, Arizona.[2] An army of uncredited orchestrators contributed to the catchy settings of the tunes, principally among them Broadway's Robert Russell Bennett and future MGM stalwart Conrad Salinger.

As usual, Astaire created the choreography, with the help of his principal collaborator Hermes Pan.[11]: 140 In preparation for The Story of Vernon and Irene Castle, the Astaire-Rogers film which was already scheduled to follow Carefree, the choreography for this film contains more lifts than usual.[2]

* "Since They Turned 'Loch Lomond' into Swing" – Fred Astaire came up with the idea of hitting golf balls for this number, and spent two weeks rehearsing it. It was shot three weeks before the rest of the film, with Astaire performing to a piano track - the orchestrated arrangement was added later. Because of the difficulty of the action, the performance was pieced together from multiple takes, which was very unusual for Astaire, who preferred his dance numbers to be made from a minimum number of long takes.[2]
* "I Used to Be Color Blind" – The dance for this number was shot at four times normal speed to create the slow-motion effect seen when the film is shown at normal speed.
* "The Night Is Filled With Music" (instrumental) – RKO had hired Ray Hendricks to sing this song, but it was dropped from the production and survived only as an instrumental.[2]
* "The Yam" – Fred Astaire reportedly thought this song was silly, and refused to sing it, which is why Ginger Rogers sings it alone - although they do dance together after the vocal section.[7] Nevertheless, Astaire recorded it and "The Yam Step" with Ray Noble and His Orchestra in 1938 with more lyrics than were used in the film recording. That release included a B-side with comedic dialogue and instruction on the steps of the dance.[12][13]
* "Change Partners" – The only song from this film which had an afterlife, "Change Partners" was nominated for an Academy Award.

## Reception[edit]

### Critical[edit]

Carefree received generally mixed reviews when it was released, although the critic for the Motion Picture Herald, William R. Weaver, called it "the greatest Astaire-Rogers picture."[14]

### Box office[edit]

The film earned $1,113,000 in the U.S. and Canada and $618,000 elsewhere, but according to RKO records still lost the studio $68,000.[1][2] It was the first Astaire and Rogers films not to show a profit upon its original release.

### Awards[edit]

Carefree was nominated for three Academy Awards: Best Art Direction (Van Nest Polglase), Best Musical Scoring (Victor Baravalle) and Best Song "Change Partners", written by Irving Berlin.[15]

## References[edit]

1. ^ a b c Richard Jewel, 'RKO Film Grosses: 1931–1951', Historical Journal of Film, Radio and Television, Vol. 14 No. 1, 1994 p. 41
2. ^ a b c d e f g h TCM Notes
3. ^ TCM Notes
4. ^ IMDB Filming Locations
5. ^ Green, Stanley (1999). Hollywood Musicals Year by Year. Hal Leonard Corporation. p. 84\. ISBN 978-0-634-00765-1.
6. ^ Margarita Landazuri "Carefree" (TCM article)
7. ^ a b IMDB Trivia
8. ^ IMDB Release dates
9. ^ IMDB Release Dates ("Shall We Dance")
10. ^ TCM Music
11. ^ Mueller, John (1986). Astaire Dancing – The Musical Films. London: Hamish Hamilton. ISBN 0-241-11749-6.
12. ^ E.g. The Great Fred Astaire, RedX Entertainment, 3-CD boxed set, 2000 (RMGR0030)
13. ^ "The Yam" and "The Yam Step" by Fred Astaire with Ray Noble and his Orchestra 1938, retrieved 2023-08-19
14. ^ "AFI|Catalog". Catalog.afi.com. Retrieved 15 November 2021.
15. ^ IMDB Awards

## External links[edit]

* Carefree at IMDb
* Carefree at the TCM Movie Database
* Carefree at AllMovie
* Carefree at the AFI Catalog of Feature Films
* Carefree at Rotten Tomatoes
* Fred & Ginger

* v
* t
* e

The Astaire–Rogers film musicals

* Flying Down to Rio (1933)
* The Gay Divorcee (1934)
* Roberta (1935)
* Top Hat (1935)
* Follow the Fleet (1936)
* Swing Time (1936)
* Shall We Dance (1937)
* Carefree (1938)
* The Story of Vernon and Irene Castle (1939)
* The Barkleys of Broadway (1949)

* v
* t
* e

Irving Berlin

Musicals|

| Theatre|

* Annie Get Your Gun
* As Thousands Cheer
* Call Me Madam
* The Canary
* The Century Girl
* The Cocoanuts
* The Cohan Revue of 1918
* Face the Music
* Holiday Inn
* Louisiana Purchase
* Miss Liberty
* Mr. President
* Music Box Revue
* Stop! Look! Listen!
* This Is The Army
* Top Hat
* Watch Your Step
* White Christmas
* Wise Guy
* Yip Yip Yaphank
* Ziegfeld Follies

|

Film|

* Alexander's Ragtime Band
* Annie Get Your Gun
* Blue Skies
* Call Me Madam
* Carefree
* The Cocoanuts
* Easter Parade
* Follow the Fleet
* Hallelujah
* Holiday Inn
* On the Avenue
* Second Fiddle
* There's No Business Like Show Business
* This Is the Army
* Top Hat
* White Christmas

Songs|

* "Alexander's Ragtime Band"
* "All Alone"
* "All by Myself"
* "All of My Life"
* "Always"
* "Any Bonds Today?"
* "Anything You Can Do"
* "At the Devil's Ball"
* "The Best Thing for You (Would Be Me)"
* "Blue Skies"
* "Change Partners"
* "Cheek to Cheek"
* "Count Your Blessings"
* "A Couple of Swells"
* "Daddy, Come Home"
* "Doin' What Comes Natur'lly"
* "Easter Parade"
* "Follow the Crowd"
* "For Your Country and My Country"
* "Get Thee Behind Me Satan"
* "The Girl That I Marry"
* "God Bless America"
* "Goodbye, France"
* "Happy Holiday"
* "Heat Wave"
* "Heaven Watch the Philippines"
* "How About Me?"
* "How Deep Is the Ocean?"
* "How's Chances?"
* "I Got Lost in His Arms"
* "I Got the Sun in the Mornin' (and the Moon at Night)"
* "I Love a Piano"
* "I Never Had a Chance"
* "I Used to Be Color Blind"
* "I Want To Go Back To Michigan"
* "I'm an Indian Too"
* "I'm Gonna Pin My Medal on the Girl I Left Behind"
* "I'm Putting All My Eggs in One Basket"
* "I've Got My Captain Working for Me Now"
* "I've Got My Love to Keep Me Warm"
* "Isn't This a Lovely Day?"
* "It's a Lovely Day Today"
* "It's a Lovely Day Tomorrow"
* "Lazy"
* "Let Yourself Go"
* "Let's All Be Americans Now
* "Let's Face the Music and Dance"
* "Let's Have Another Cup of Coffee"
* "Let's Take an Old-Fashioned Walk"
* "Mandy"
* "Moonshine Lullaby"
* "My Defenses Are Down"
* "The Near Future"
* "No Strings (I'm Fancy Free)"
* "Now It Can Be Told"
* "Oh! How I Hate to Get Up in the Morning"
* "Play a Simple Melody"
* "A Pretty Girl Is Like a Melody"
* "Puttin' On the Ritz"
* "Reaching for the Moon"
* "Remember"
* "San Francisco Bound"
* "Say It Isn't So"
* "Say It with Music"
* "Someone Else May Be There While I'm Gone"
* "Sisters"
* "Slumming on Park Avenue"
* "The Song Is Ended (but the Melody Lingers On)"
* "Stay Down Here Where You Belong"
* "Steppin' Out with My Baby"
* "Supper Time"
* "That International Rag"
* "That Mysterious Rag"
* "There's No Business Like Show Business"
* "They Say It's Wonderful"
* "They Were All Out of Step But Jim"
* "This Year's Kisses"
* "Top Hat, White Tie and Tails"
* "What'll I Do"
* "When I Lost You"
* "White Christmas"
* "Who Do You Love, I Hope?"
* "With You"
* "You Can Have Him"
* "You Can't Get a Man with a Gun"
* "You Keep Coming Back Like a Song"
* "You'd Be Surprised"
* "You're Just in Love"
* "You're Laughing at Me"

Related|

* Ellin Berlin (wife)
* Mary Ellin Barrett (daughter)

* v
* t
* e

Films directed by Mark Sandrich

* Runaway Girls (1928)
* The Talk of Hollywood (1929)
* Melody Cruise (1933)
* So This Is Harris! (1933)
* Aggie Appleby, Maker of Men (1933)
* Hips, Hips, Hooray! (1934)
* Cockeyed Cavaliers (1934)
* The Gay Divorcee (1934)
* Top Hat (1935)
* Follow the Fleet (1936)
* A Woman Rebels (1936)
* Shall We Dance (1937)
* Carefree (1938)
* Man About Town (1939)
* Buck Benny Rides Again (1940)
* Love Thy Neighbor (1940)
* Skylark (1941)
* Holiday Inn (1942)
* So Proudly We Hail! (1943)
* I Love a Soldier (1944)
* Here Come the Waves (1944)

* v
* t
* e

Films by Dudley Nichols

As director|

* Government Girl (1944)
* Sister Kenny (1946)
* Mourning Becomes Electra (1947)

As writer|

* Men Without Women (1930)
* Born Reckless (1930)
* A Devil with Women (1930)
* Seas Beneath (1931)
* The Black Camel (1931)
* Hush Money (1931)
* She Wanted a Millionaire (1932)
* Robbers' Roost (1932)
* Pilgrimage (1933)
* You Can't Buy Everything (1934)
* The Lost Patrol (1934)
* Judge Priest (1934)
* The Informer (1935)
* The Arizonian (1935)
* The Crusades (1935)
* Steamboat Round the Bend (1935)
* The Three Musketeers (1935)
* Mary of Scotland (1936)
* The Plough and the Stars (1937)
* The Toast of New York (1937)
* The Hurricane (1937)
* Bringing Up Baby (1938)
* Carefree (1938)
* Stagecoach (1939)
* The Long Voyage Home (1940)
* Man Hunt (1941)
* Swamp Water (1941)
* The Battle of Midway (1942)
* Air Force (1943)
* This Land Is Mine (1943)
* Bataan (1943)
* For Whom the Bell Tolls (1943)
* It Happened Tomorrow (1944)
* And Then There Were None (1945)
* The Bells of St. Mary's (1945)
* Scarlet Street (1945)
* The Fugitive (1947)
* Pinky (1949)
* Return of the Texan (1952)
* The Big Sky (1952)
* Prince Valiant (1954)
* Run for the Sun (1956)
* The Tin Star (1957)
* The Hangman (1959)
* Heller in Pink Tights (1960)
* Escape from Zahrain (1962)

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