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HISTORY

The late 1938 release of Carefree represented the longest gap between RKO's Fred Astaire/Ginger Rogers pictures and signalled the beginning of the end of their cinematic collaboration. Prior to making Carefree , Astaire made A Damsel in Distress without Rogers, while Rogers made Having Wonderful Time , Stage Door and Vivacious Lady without Astaire. Although Carefree received somewhat mixed reviews, MPH 's William R. Weaver called it the "greatest Astaire-Rogers picture." Luella Gear, who had played "Hortense" in the stage version of The Gay Divorce , made her screen debut in the film. RKO borrowed Ralph Bellamy from Columbia for the picture. According to a HR news item, Dave Dreyer, the head of RKO's music department, signed Ray Hendricks to sing Irving Berlin's "The Night Is Filled with Music" in the film. The number was dropped from the production, however, and the music is only heard as background filler. HR production charts add William Corson to the cast, but his participation in the final film has not been confirmed. According to modern sources, Grace Hayle's part was cut from the film. The Var reviewer noted that Robert Mitchell and the St. Brendan's Boys, popular Los Angeles radio performers, were edited out the picture as well. Location shooting was done at the Columbia Ranch and at Busch Gardens in Pasadena. Carefree was nominated for three Academy Awards: Van Nest Polglase and Carroll Clark for Best Art Direction, Victor Baravalle for Best Musical Score, and Irving Berlin for Best Song ("Change Partners").
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The late 1938 release of Carefree represented the longest gap between RKO's Fred Astaire/Ginger Rogers pictures and signalled the beginning of the end of their cinematic collaboration. Prior to making Carefree , Astaire made A Damsel in Distress without Rogers, while Rogers made Having Wonderful Time , Stage Door and Vivacious Lady without Astaire. Although Carefree received somewhat mixed reviews, MPH 's William R. Weaver called it the "greatest Astaire-Rogers picture." Luella Gear, who had played "Hortense" in the stage version of The Gay Divorce , made her screen debut in the film. RKO borrowed Ralph Bellamy from Columbia for the picture. According to a HR news item, Dave Dreyer, the head of RKO's music department, signed Ray Hendricks to sing Irving Berlin's "The Night Is Filled with Music" in the film. The number was dropped from the production, however, and the music is only heard as background filler. HR production charts add William Corson to the cast, but his participation in the final film has not been confirmed. According to modern sources, Grace Hayle's part was cut from the film. The Var reviewer noted that Robert Mitchell and the St. Brendan's Boys, popular Los Angeles radio performers, were edited out the picture as well. Location shooting was done at the Columbia Ranch and at Busch Gardens in Pasadena. Carefree was nominated for three Academy Awards: Van Nest Polglase and Carroll Clark for Best Art Direction, Victor Baravalle for Best Musical Score, and Irving Berlin for Best Song ("Change Partners").
       Unlike the dances in previous Astaire-Rogers' films, the dances in Carefree , particularly the one performed to "I Used to Be Color Blind," used many lifts. In his autobiography, Astaire relates the following information about the production and the RKO series: "Pan[dro] Berman had already scheduled The Story of Vernon and Irene Castle to follow Carefree and that was to be the last of the series....I think we had as much fun with 'The Yam' as any number we ever did together. It was not exactly a dance for popular ballroom use but it made a good screen gimmick. 'I Used to Be Color Blind' was another one. We dreamed up a dream dance for that, partly in slow motion.... When we shot the dance for slow motion it of course was danced in normal fashion. But the special camera for that sort of thing sizzles away at four times faster speed, so that when the film is run normally, the action moves four times slower....For several years I had been planning a golf dance solo but could not find a suitable spot for it until Carefree came along. Fooling around at Bel Air one day, I did a few impromptu rhythm steps just before hitting one off the tee and was surprised to find that I could really connect that way....When I mentioned it to [director] Mark Sandrich for this story, he told me he thought it could be written in, but he wanted me to demonstrate what I had in mind. I took him to the practice tee at Bel Air....He approved. The next step was to set up a private driving range at the RKO ranch for rehearsals. I had about three hundred golf balls and five men shagging them, a piano and Hal Borne to play for me....This went on for two weeks...." Studio production files indicate that that sequence was shot from 14-15 Apr 1938, three weeks prior to the start of principal photography. Modern sources note that during the shoot, Astaire performed to Borne's piano accompaniment, and that orchestral sound was added in post-production.
       Modern sources add the following information about the production: With the exception of "Change Partners," Berlin wrote the entire score for Carefree in a few days while on vacation in Phoenix, AZ. Berlin wrote "Change Partners" for Astaire and Rogers years before Carefree was produced. In addition to the omission of "The Night Is Filled with Music," a second dream sequence, which featured the Berlin song "Let's Make the Most of Our Dream," was filmed but deleted from the final picture. For the "I Used to Be Color Blind" sequence, which Berlin wrote with Technicolor in mind, color tests were made by the studio. When the tests proved unappealing, the idea of going from black and white to color during the dream was shelved. For Astaire's golf routine, internal edits were used for the first time in the RKO pictures. Astaire shot the more difficult parts of the routine several times and chose the best take for each one to give the illusion of a perfect performance. Carefree earned RKO $1,731,000 at the box office but ultimately lost the studio $68,000. According to Var , RKO withdrew Carefree from theatrical circulation in 1980 because of perceived overexposure. Modern sources add Edward Gargan to the cast and credit Mel Berns as make-up artist and John Miehle as still photographer. For more information concerning the Astaire-Rogers RKO films, see entry for Top Hat . More Less

GEOGRAPHIC LOCATIONS
SOURCE CITATIONS
SOURCE
DATE
PAGE
Daily Variety
25 Aug 38
p. 3.
Film Daily
30 Aug 38
p. 6.
Hollywood Reporter
10 May 38
pp. 3-4.
Hollywood Reporter
23 May 38
p. 11.
Hollywood Reporter
28 May 38
p. 7.
Hollywood Reporter
17 Jun 38
p. 5.
Hollywood Reporter
22 Jul 38
p. 17.
Hollywood Reporter
25 Aug 38
p. 3.
Motion Picture Herald
4 Jun 38
p. 40.
Motion Picture Herald
3 Sep 38
p. 38.
New York Times
23 Sep 38
p. 35.
Variety
31 Aug 38
p. 18.
CAST
PRODUCTION CREDITS
NAME
PARENT COMPANY
PRODUCTION COMPANY
PRODUCTION TEXT
A Pandro S. Berman Production
DISTRIBUTION COMPANY
NAME
CREDITED AS
CREDIT
DIRECTORS
2d unit dir
Asst dir
WRITERS
Story and adpt
Story and adpt
Orig idea
Orig idea
PHOTOGRAPHY
2nd unit photog
ART DIRECTORS
Art dir assoc
FILM EDITOR
SET DECORATOR
Set dresser
COSTUMES
Miss Rogers' gowns
MUSIC
SOUND
VISUAL EFFECTS
Spec eff
DANCE
Ensembles staged by
Dance dir of rehearsals
Dance dir of rehearsals
PRODUCTION MISC
Unit mgr
Rehearsal pianist
STAND INS
Stand-in for Fred Astaire
Stand-in for Fred Astaire
Stand-in for Ralph Bellamy
Stand-in for Luella Gear
Stand-in for Clarence Kolb
SOURCES
SONGS
"Since They Turned Loch Lomond Into Swing," "I Used to Be Color Blind," "Change Partners" and "The Yam," words and music by Irving Berlin.
COMPOSER
DETAILS
Release Date:
2 September 1938
Production Date:
14 April--15 April 1938
9 May--21 July 1938
Copyright Claimant:
RKO Radio Pictures, Inc.
Copyright Date:
2 September 1938
Copyright Number:
LP8295
Physical Properties:
Sound
RCA Victor System
Black and White
Duration(in mins):
80 or 83
Country:
United States
PCA No:
4307
Passed by NBR:
No
SYNOPSIS

Devastated that his fiancée, radio singer Amanda Cooper, has broken their engagement for the third time, lawyer Stephen Arden shows up drunk at the office of psychiatrist Dr. Tony Flagg, his best friend, and begs him to psychoanalyze Amanda. Reluctantly Tony agrees to see Amanda, but while the singer is waiting for him in his office, she accidentally overhears one of his dictaphone recordings in which he flippantly describes her as a dizzy, mindless female. Thus insulted, Amanda rebuffs Tony when they finally meet and leaves his office before the session has started. Later, Tony runs into Amanda, Stephen, Amanda's aunt Cora and Judge Joe Travers at the Medwick Country Club but is again snubbed by the singer. During an exhausting bicycle chase through the club park, Tony forces Amanda to reveal the reason for her anger and, after apologizing, tries to discuss her marriage phobia with her. Amanda, however, is unable to reveal the cause for her apprehension, and that night at dinner, Tony orders her a meal of "dreaming" food--outrageous combinations of rich dishes--to open up her subconscious. When Amanda still has difficulty falling asleep, Tony tells his assistant, Connors, to give her a sedative, which Cora then takes by mistake. Eventually Amanda falls asleep and dreams of an intensely romantic interlude between herself and Tony. The next day, however, Amanda shows up in Tony's office with Stephen and announces that their engagement is on again. Amanda then tries to tell Tony about her dream, but is so embarrassed by it that she makes up a convoluted, symbol-laden dream in which she is Little Red Riding Hood. Convinced that Amanda is ... +


Devastated that his fiancée, radio singer Amanda Cooper, has broken their engagement for the third time, lawyer Stephen Arden shows up drunk at the office of psychiatrist Dr. Tony Flagg, his best friend, and begs him to psychoanalyze Amanda. Reluctantly Tony agrees to see Amanda, but while the singer is waiting for him in his office, she accidentally overhears one of his dictaphone recordings in which he flippantly describes her as a dizzy, mindless female. Thus insulted, Amanda rebuffs Tony when they finally meet and leaves his office before the session has started. Later, Tony runs into Amanda, Stephen, Amanda's aunt Cora and Judge Joe Travers at the Medwick Country Club but is again snubbed by the singer. During an exhausting bicycle chase through the club park, Tony forces Amanda to reveal the reason for her anger and, after apologizing, tries to discuss her marriage phobia with her. Amanda, however, is unable to reveal the cause for her apprehension, and that night at dinner, Tony orders her a meal of "dreaming" food--outrageous combinations of rich dishes--to open up her subconscious. When Amanda still has difficulty falling asleep, Tony tells his assistant, Connors, to give her a sedative, which Cora then takes by mistake. Eventually Amanda falls asleep and dreams of an intensely romantic interlude between herself and Tony. The next day, however, Amanda shows up in Tony's office with Stephen and announces that their engagement is on again. Amanda then tries to tell Tony about her dream, but is so embarrassed by it that she makes up a convoluted, symbol-laden dream in which she is Little Red Riding Hood. Convinced that Amanda is a once-in-a-lifetime patient, Tony rushes to tell his colleague, Dr. Powers, about his discovery and prepares an injection of truth serum. After Amanda is injected, Stephen bursts into the examination room and informs her that she is late for a radio singing engagement. On the way to the studio, the drugged Amanda breaks a pane of glass and then insults the sponsor of the show on the air. When she then hits a policeman, she is arrested and brought before Judge Travers, who criticizes Tony's methodology but releases his patient. Later, Amanda admits to Cora that she loves Tony, but when she tries to break the news to Stephen, he assumes that he is the cherished man in question and immediately announces his engagement to a crowded restaurant. Amanda then tells Tony her true feelings, but out of loyalty for his friend, he submerges his emotions. Through hypnosis, he convinces Amanda that she loves Stephen and feels that the rest of manhood should be "shot down like dogs." Now desperate to be with Stephen, Amanda rushes to the country club where he and Judge Travers are practicing their skeet shooting. Seeing the judge, Amanda grabs a skeet rifle and starts shooting blindly at him, while shouting to Stephen that she adores him. When Tony finally confesses to Stephen that Amanda is in love with him, Stephen accuses his friend of trying to steal his fiancée and bars him from seeing her. On the eve of Stephen and Amanda's wedding, Tony connives with Connors to see Amanda alone, but his attempts to re-hypnotize her fail. At the wedding, however, Tony finds Amanda and, after first knocking out Stephen, knocks out Amanda and informs her subconscious that she really loves Tony. Cured at last of her marriage phobia, Amanda, black eye and all, walks down the aisle with Tony. +

Legend
Viewed by AFI
Partially Viewed
Offscreen Credit
Name Occurs Before Title
AFI Life Achievement Award

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The American Film Institute is grateful to Sir Paul Getty KBE and the Sir Paul Getty KBE Estate for their dedication to the art of the moving image and their support for the AFI Catalog of Feature Films and without whose support AFI would not have been able to achieve this historical landmark in this epic scholarly endeavor.