On the evening of August 29, 1935, a line of evening-dressed New Yorkers stretched around the block at Radio City Music Hall, and when the lights went down they saw something Hollywood had never quite managed before: a movie musical that behaved like champagne — light, sparkling, and intoxicating — yet was engineered with the precision of a Swiss watch. Top Hat, the fourth pairing of Fred Astaire and Ginger Rogers, broke the Music Hall’s box-office records in its first week, earned four Academy Award nominations including Best Picture, and within a few weeks placed all five of its songs in the top five of the American Hit Parade. Ninety years later, film historians still call it the peak of the Astaire-Rogers partnership, the film where the formula perfected itself and, in doing so, defined the movie musical for a generation.
A partnership finds its perfect vehicle
By the summer of 1935, Astaire and Rogers were already stars. They had stolen Flying Down to Rio (1933) out from under its nominal leads with one delirious number, “The Carioca,” and carried The Gay Divorcee (1934) and Roberta (1935) to handsome profits. But RKO producer Pandro S. Berman sensed that the team was ready for something bigger — a picture built entirely around them, with an original score by a songwriter of the first rank. He got Irving Berlin, who had never before written a complete film score, to compose five new songs. Director Mark Sandrich, who had guided The Gay Divorcee, returned, and the screenplay by Dwight Taylor and Allan Scott supplied the lightest of farcical plots: American dancer Jerry Travers (Astaire) arrives in London to star in a show produced by Horace Hardwick (Edward Everett Horton), meets model Dale Tremont (Rogers) in a hotel, and through a classic mistaken identity — she believes he is the married Hardwick — she flees to Venice, pursued by Jerry, the blustering Beddini (Erik Rhodes), the deadpan valet Bates (Eric Blore), and Hardwick’s formidable wife Madge (Helen Broderick).
The plot, as critics have noted for decades, is tissue-thin. It does not matter. As Katharine Hepburn is said to have remarked of the partnership, “He gives her class and she gives him sex” — and Top Hat is the purest distillation of that alchemy. Every mistaken identity, every slamming door, exists to deliver the audience to the next dance.
Irving Berlin’s first great film score
Berlin threw himself into the assignment. Working at RKO through the winter and spring of 1935, he produced “No Strings (I’m Fancy Free),” “Isn’t This a Lovely Day? (To Be Caught in the Rain),” “Top Hat, White Tie and Tails,” “Cheek to Cheek,” and “The Piccolino” — five songs so sturdy that they all became standards. Berlin was not a dancer’s songwriter in the casual sense; he watched Astaire rehearse, studied how the man moved, and tailored tempos to his footwork. The result was a score in which music and movement feel like a single thought.
The production wrapped the songs in the most lavish physical production RKO had ever attempted. Art directors Van Nest Polglase and Carroll Clark — both Oscar-nominated for the film — built an art-deco London and a Venice of moonlit canals and marble terraces, including the enormous pavilion set where “Cheek to Cheek” unfolds. Costume designer Bernard Newman dressed Rogers in a succession of gowns that moved like liquid. The budget was $609,000, substantial for RKO in the Depression; the film would net the studio more than $3.2 million in rentals, making it RKO’s biggest hit of the decade.
Five numbers, five small masterpieces
Top Hat is often described as the only Astaire-Rogers film in which every dance number is a landmark, and the claim holds up.
“Top Hat, White Tie and Tails” opens the dancing: Astaire alone on a London stage, tapping with his cane, and in the number’s famous gag, turning the cane on a line of chorus boys like a machine gun, mowing them down in rhythm. It is a declaration of style — elegance with a wink.
“No Strings (I’m Fancy Free)” is Astaire’s solo of pure joy, a pantomime with a cane in which he mimes cutting the strings that tie a man down. Astaire himself later counted it among his favorite routines, and its breezy athleticism shows a dancer at the absolute height of his powers, thirty-six years old and seemingly weightless.
“Isn’t This a Lovely Day? (To Be Caught in the Rain)” may be the most beloved of all. Caught in a thunderstorm in a park gazebo, Jerry and Dale pass the time with a tap duet that is really a conversation — his taps ask, hers answer, neither dancer ever losing the thread of the melody. There is no spectacle here, no chorus, just two people falling in love in 4/4 time. It remains the textbook example of how Astaire used dance as dialogue.
“Cheek to Cheek” and the Battle of the Feathers
Then comes the number that made the film immortal — and nearly caused a walkout. For “Cheek to Cheek,” Berlin’s soaring ballad of romantic surrender, Rogers had her own vision. She asked Newman to design a gown of pure, pale blue, “like the blue you find in paintings of Monet,” she later wrote in her 1991 autobiography Ginger: My Story — satin trimmed with myriads of ostrich feathers, high in front and low in back, so that every turn would trail a cloud.
The trouble began before a single step was filmed. Rogers and Astaire, as was their practice, rehearsed the routine for days in street clothes in a closed rehearsal room. Astaire, who normally approved his partner’s gowns and suggested modifications during rehearsals, did not see the finished dress until the day of the shoot — the enormous labor of sewing each feather individually meant it simply was not ready in time. When Rogers appeared on the set, Astaire was, by his own later account, horrified. The moment the dance began, feathers started to fly. “It was like a chicken attacked by a coyote,” Astaire wrote in his 1959 autobiography Steps in Time. “I never saw so many feathers in my life.”
What followed is the most famous backstage row in the history of the Hollywood musical. According to choreographer Hermes Pan, Astaire lost his temper and shouted at Rogers; she burst into tears; her formidable mother Lela came charging to her daughter’s defense. Director Sandrich suggested Rogers wear instead the white gown she had worn for “Night and Day” in The Gay Divorcee. Rogers refused — and, by several accounts, threatened to walk off the picture if she could not wear her blue dress. The studio relented. Seamstresses worked through the night, sewing every feather down more securely, and the number was shot the next day. If you watch closely, you can still see stray feathers drifting through the frame and clinging to Astaire’s tailcoat — the film’s most charming imperfection.
The aftermath became legend. On the last day of filming, Astaire and Pan presented Rogers with a gold feather for her charm bracelet and serenaded her with a parody of Berlin’s tune: “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.” From then on, Astaire’s private nickname for his partner was “Feathers” — the title, in fact, of a chapter in his autobiography. Years later, in Easter Parade (1948), Astaire would good-naturedly parody the whole episode in a comic routine with Judy Garland, proof that the incident had passed from grievance into affectionate folklore.
And the dance itself? It is the definitive Astaire-Rogers statement: her feathered gown swirling, his white tie immaculate, the two of them sweeping across the pavilion floor in a routine of lifts, turns, and gliding runs that makes the impossible look effortless. The song was nominated for the Academy Award for Best Original Song. It lost — to “Lullaby of Broadway” — but history has rendered its own verdict: “Cheek to Cheek” is now one of the most recognizable songs ever written for the screen.
The finale and the machinery of perfection
The film closes with “The Piccolino,” a Venetian carnival number featuring dozens of dancers in a gondola-filled set, with Astaire and Rogers leading a celebration that resolves every mistaken identity in the plot. It is pure spectacle, and it earned Hermes Pan an Oscar nomination for Best Dance Direction.
Behind the effortlessness lay Astaire’s famous discipline. The numbers were rehearsed for weeks in a small closed studio before a single frame was shot; Astaire, though Pan received the screen credit, was universally acknowledged as the principal choreographer of the series. On set, the dances were filmed in long, unbroken takes with the camera held back to show the dancers’ full bodies — Astaire’s iron rule, born of his belief that cutting away was a kind of cheating. Few retakes were needed, because by the time the cameras rolled, there was nothing left to discover.
The film that defined the musical
Top Hat premiered at Radio City Music Hall on August 29, 1935, and went into general release on September 6. It broke the Music Hall’s attendance records, earned RKO a fortune, and received four Academy Award nominations: Best Picture, Best Art Direction, Best Original Song, and Best Dance Direction. It won none — Best Picture went to Mutiny on the Bounty — but the nominations themselves were a statement: a song-and-dance picture, the kind of entertainment the industry had treated as disposable, was being judged among the year’s finest films.
Its afterlife has been even grander. In 1990 the Library of Congress selected Top Hat for preservation in the National Film Registry; in 2006 the American Film Institute ranked it number fifteen on its list of the greatest movie musicals. Every backstage musical, every romantic dance duet filmed since — from Singin’ in the Rain to La La Land — works in the grammar Top Hat established: the mistaken-identity farce, the escalating numbers, the finale in which love and choreography arrive together.
For Astaire and Rogers, it was the summit. They would make five more films together at RKO — Follow the Fleet, Swing Time, Shall We Dance, Carefree, The Story of Vernon and Irene Castle — and one last reunion, The Barkleys of Broadway, in 1949. Some critics prefer Swing Time; almost nobody disputes that Top Hat is the essential one, the film in which the top hat, the white tie, the tails, and the feathered gown fused into a single image of what the movies could do. When Jerry Travers tips his hat at the end and Dale Tremont takes his arm, cheek to cheek at last, the movies had found their most elegant definition of a happy ending.