Pretty, deft, and tuneful but, given the top-rate talent involved, not particularly inspired. Between Easter 1911 and Easter 1912, Astaire gets dumped by dance partner Miller and vows revenge by grooming unknown chorus girl Garland for stardom.

Gene Kelly was originally slated to play the lead, but injured his ankle playing volleyball, so he suggested to producer Arthur Freed that they prevail on Astaire to come out of his "retirement" for the role. Astaire had announced he was done after BLUE SKIES, but jumped at the opportunity and

gave yet another classic performance. Garland was beginning to tire of the formula of her films, and the horrendous pace of her filming schedule, but Astaire apparently helped coax her through the production despite her exhaustion. Look for cameos from Lola Albright, as a hat model, and a

two-and-a-half-year-old Liza Minnelli in the finale. Irving Berlin wrote 17 of the film's tunes, and Johnny Green and Roger Edens won an Oscar for their musical adaptation. The standout number is the delightful "A Couple of Swells."