Because the film script used very little from the Aladar Laszlo-Alexander Faragó play, RKO chose not to give screen credit to the playwrights. However, in reviews and other credit sources, the play is acknowledged. The play was made into a film in Hungary and was distributed in the United States in 1934 as Romance in Budapest. Modern sources state that the only piece of the stage play that was retained in Top Hat was a bit of action involving "Jerry" carrying "Horace's" briefcase. HR news items and production charts add Frank Mayo and Evelyn Mulhall to the cast, but their participation in the final film has not been confirmed. Although listed in some reviews as appearing in the film, Donald Meek and Florence Roberts were not spotted in the viewed print, nor were their parts included in the film's cutting continuity. Modern sources add Frank Mills (Toledo waiter) and Edgar Norton (London hotel manager) to the cast list. Mel Berns (Makeup artist) and John Miehle (Still photographer) are added to the crew by modern sources. Contemporary news items in HR and NYT estimate the film's budget at between $500,000 and $750,000. Modern sources list the budget as $620,000 and $650,000. Top Hat was nominated for an Academy Award for Best Picture but lost to M-G-M-'s Mutiny on the Bounty. Van Nest Polglase and Carroll Clark were nominated for Best Art Direction but lost to Richard Day; Hermes Pan was nominated for Best Dance Direction for "The Piccolino" and "Top Hat" numbers but lost to Dave Gould; and Irving Berlin's "Cheek to Cheek" lost in the Best Song category to "Lullaby of Broadway" from Gold Diggers of 1935. FD included Top Hat in its list of the ten best pictures of 1935. By the end of 1935, Rogers and Astaire were ranked the fourth most popular movie stars in the country in an MPH poll.
       In his autobiography, Astaire explained that the "Top Hat" number evolved out of a number from a Broadway show in which he starred called Smiles. Astaire pitched the idea of the number to Irving Berlin, who then wrote the film's title song. Also in his autobiography, Astaire described the difficulties he and Rogers encountered with Rogers' feathered dress in the "Cheek to Cheek" routine: "Everything went well through the song, but when we did the first movement of the dance, feathers started to fly as if a chicken had been attacked by a coyote....I knew we were in trouble and that the feathers would never stop flying off that dress in dance movement, and we had plenty coming up. ...The cameraman stopped us, saying he couldn't photograph the number that way, and also that the floor was covered with feathers. This went on again and again....It got to be funny after a while. The news went all over the lot that there was a blizzard on the Top Hat set....Finally, the fallout had run its main course. With just a minimum amount flying, the cameraman decided he would take a chance and photograph the number....When we finished shooting for the day, Hermes Pan and I sang a little parody on "Cheek to Cheek" to Ginger. It went..."Feathers--I hate feathers--/And I hate them so that I can hardly speak,/And I never find the happiness I seek/With those chicken feathers dancing/Cheek to Cheek." According to Astaire, only a few of the flying feathers were visible on the film, and because the floor was glossy white, none of the fallen feathers were seen. Astaire also mentioned that Jimmy Cagney showed up on the set during the filming of the "Top Hat" number and offered Astaire advice on which "take" of a certain shot, in which the dancer improvised a pantomine bit, was the best.
       Modern sources add the following information about the production of Top Hat: In order to facilitate a blending of story and song, Berlin participated in all script conferences. Director Mark Sandrich started work on the production in Dec 1934, while Astaire spent five weeks in rehearsal. By early Jan 1935, writer Dwight Taylor delivered to Berlin a rough continuity, and a month later produced a first draft of the screenplay. Writer Allan Scott was brought in immediately to re-write Taylor's draft, and throughout the writing process, Scott and Taylor submitted separate versions of the script to Sandrich, who passed them on with notes to Berman and Berlin. In a letter to producer Pandro S. Berman, Astaire complained about aspects of the developing screenplay, including its lack of plot, its similarity to The Gay Divorcee, and its main juvenile role, which he saw as unsympathetic, repetitive and lacking in humor. In early Apr 1935, a final draft of the script, which was a compilation of Taylor and Scott's efforts, was completed. While shooting was already under way, Scott and Sandrich continued to polish the screenplay, and a final shooting script was not submitted until early May. As per orders from Berman, who wanted a big dance number in the same vein as "The Continental" (The Gay Divorcee) and "The Carioca" (Flying Down to Rio) for the film, Berlin composed "The Piccolino." Perfecting "The Piccolino" required 125 hours of rehearsal time. Writer Taylor devised the idea for Astaire's "sandman-soft shoe" dance at the beginning of the story. (Modern sources contend that, in a 1936 short film called Grand Slam Opera, Buster Keaton parodies this sequence, using sand from a fire bucket.) The "Isn't It a Lovely Day" sequence was originally set at the zoo but was moved to a park setting to accomodate Berlin's lyrics. In the first draft of the script, the "Top Hat" number was to take place in Venice but was moved up to blend with a story point. One of Berlin's numbers--"Get Thee Behind Me Satan"--which was to be sung by Rogers after "The Piccolino," was removed from the film, but was sung by Harriet Hilliard in the next Astaire-Rogers' film, Follow the Fleet. In addition, a sidewalk dance between Astaire and a black youth, which was included in the script, was never shot. Orchestrations of the musical numbers were done by arranger Edward Powell.
       In one of the picture's scenes, inclusion of the word "dam" (as in a horse) was deemed unacceptable by the censors and was covered over by a slamming door. As with his Italian character in The Gay Divorcee, Erik Rhodes's ethnically broad "Beddini" character in Top Hat caused the film to be banned in Italy. American censors warned RKO against portraying "Beddini" as blatantly effeminate and actually excised two of his racier spoken observations from the script. RKO's legal office fretted over a somewhat derogatory reference in the film to poet Gertrude Stein, but no legal action against the studio was ever taken.
       Top Hat had its first previews in Jul 1935. A Santa Barbara preview audience gave the picture a cool reception and complained that the ending was too long. Subsequent cuts, such as the deletion of the Donald Meek character and the shortening of the carnival sequence, were made, totaling approximately ten minutes of screen time. After the Santa Barbara preview, Berlin reportedly became despondent but was reassured about the film's potential after a second, successful preview in another city. The film broke attendance records at Radio City Music Hall, accumulating $350,000 in ticket sales for its first three weeks, and netted RKO $3,202,000 in rental profits. Through his percentage deal with RKO, Berlin earned $285,000 from the film. By 28 Sep 1935, three songs from Top Hat--"Cheek to Cheek," "Top Hat" and "Isn't This a Lovely Day"--were ranked first, second and fourth on the "Your Hit Parade" radio program. Prints of the film vary in the inclusion of a scene in which Eric Blore's character is arrested for impersonating a gondolier. (The viewed print did not have this scene.) Top Hat was shortened by approximately twenty minutes and was re-issued in the late 1940s. In May 1976, a restored, uncut version of the film was shown in theaters for the first time.
       In a contemporary article about Fred Astaire, a NYT journalist described Astaire's overall film technique: "...he gets the general idea of the next show he is going to be in from the producer. Sometimes he gets the music, too. Then he sets about thinking up original and snappy dance ideas. Occasionally he finds he can use some embryonic creation which has been knocking around in his head for years; occasionally, even, he suggests ideas for his script writers and composers to work on. The idea for the title dance in Top Hat--the dance in which he used his cane to 'shoot' down a line of tail-coated chorus boys--came to him one morning about 5 o'clock, while he was tossing restlessly in his bed. He jumped up, grabbed an umbrella out of his closet, made a few exploratory passes with it to test the idea out and then crawled sheepishly back into bed....Mostly, however, Mr. Astaire--when in the throes of conception--just goes into his rehearsal room on the RKO lot, tells his pianist to start playing and then stands in the middle of the room, letting his feet ramble idly, until a notion begins to take shape. Then he kicks it around for a while, experimenting and feeling it out. Hermes Pan, a dance director, stands by to remember the details--and thus--slowly, are his routines devised. After he has his dance created, Mr. Astaire devotes days, even weeks, to perfecting it, smoothing it out and getting it so that it rolls off as easy as pie."
       Modern sources describe other general production techniques of the Astaire-Rogers' films: During the rehearsal period of the pictures, Astaire would demand a "closed set." Only Pan and musician/arranger Hal Borne were allowed to participate in the working out of the numbers. Rogers was called in when she was needed, but directors and producers had to wait until the numbers were nearly ready for filming before viewing the actual routines. The choreography was created in small sections. As Borne played, Astaire and Pan would experiment with different steps and rhythms, using either the script, songs or an abstract idea as a basis. The three collaborators worked off one another until their improvisations took a clear shape that satisfied Astaire. Frequently the score and the script were still being written during the rehearsal period and sometimes accomodated ideas that Astaire or Pan might have concocted while creating the numbers, although Astaire generally worked from the screenplay and kept within the studio's production limitations. After they had made sketches of the film's various musical themes, music directors such as Max Steiner, Victor Baravalle and Nathaniel Shilkret instructed studio arrangers to actually compose and/or orchestrate the score. Hal Borne's piano arrangements were used to orchestrate the song-and-dance numbers, and the dances themselves were usually shot against piano tracks recorded by Borne. Occasionally pre-recorded orchestral playbacks were used instead of the piano tracks. Astaire requested specific orchestral effects, such as sudden increases and decreases in volume, to complement the choreography. To bring out the sound of the taps, which were sometimes recorded live during principal photography on the same track as the music, Astaire and Borne often dubbed effects in post-production. Astaire dubbed his own taps. In general, the dances were shot in a series of single takes. The choreography was designed for head-to-foot framing and, with few exceptions, for only three camera angles: head-on, medium right angle and medium left angle. Reaction shots were not included.
       For the first few films, three cameras filmed the dances simultaneously. Later pictures used a single-camera set-up for which a special device, referred to as the "Astaire dolly," was created. This dolly, rigged so that the camera lens was about two feet off the ground, enabled the camera operator and focus puller to film continuous, tight shots of the dance with a 40-millimeter lens. Many of the dance floors used during filming were made of wood and were overlaid with shiny bakelite. As bakelite is relatively delicate, scars left by the dancers had to be removed with Energine between takes. Writers Allan Scott and Dwight Taylor, composer Irving Berlin, choreographer Hermes Pan, director Mark Sandrich, and various actors such as Eric Blore, Erik Rhodes, Helen Broderick and Edward Everett Horton were employed in more than one Astaire-Rogers' picture. Modern sources estimate that the Astaire-Rogers pictures earned RKO more than eighteen million dollars. In 2005, Top Hat was ranked 15th on AFI's list of the Greatest Movie Musicals.