Classic Golden Age Films

Carefree is a 1938 musical comedy film directed by Mark Sandrich. The film stars Fred Astaire, Ginger Rogers, and Ralph Bellamy.

Director: Mark Sandrich

Production Company: RKO Radio Pictures

Distributor: RKO Radio Pictures

Cast: Fred Astaire, Ginger Rogers, Ralph Bellamy, Luella Gear, Jack Carson, Clarence Kolb

US Box Office: $2,782,500 ($110,900,000 adjusted for inflation)

Film Format: Black & White

Genre: Musical, Comedy

Release Date: August 25, 1938 (premiere); September 2, 1938

Plot Summary: Psychiatrist Tony Flagg (Fred Astaire) agrees to take his friend Steve Arden’s (Ralph Bellamy) fiancé Amanda Cooper (Ginger Rogers) as a patient. Amanda is a radio singer who has turned down several of Steve’s marriage proposals, so Steve wants Tony to find out why and how to fix it. At their first meeting Tony and Amanda dislike each other, but they quickly become friends, and Amanda eventually falls in love with Tony, much to Steve’s chagrin.

Production: In late 1937 RKO producer Pandro Berman began working on a new Fred Astaire-Ginger Rogers musical film to serve as a follow up to the duo’s recently released Shall We Dance (1937), which was successful for the studio but not quite as popular as the earlier Swing Time (1936). The film was titled Carefree, and was based on an idea by Marian Ainslee and Guy Endore. The story was adapted by Dudley Nichols and Hagar Wilde, and the final screenplay was written by Allan Scott and Ernest Pagano. Berman chose Mark Sandrich to direct the film. Sandrich frequently directed musical and comedy films. Sandrich had previously directed Astaire and Rogers in The Gay Divorcee (1934), Top Hat (1935), Follow the Fleet (1936), and Shall We Dance.

Fred Astaire was cast as psychiatrist Tony Flagg and Ginger Rogers was cast as singer Amanda Cooper, the film’s lead characters. Carefree was the eighth film to feature Astaire and Rogers together. The two starred together in ten films together, all but the last one were produced by RKO. Ralph Bellamy was cast as Amanda’s fiancé Stephen. RKO loaned Bellamy from Columbia Pictures to appear in Carefree. Jack Carson, who later starred in several musical films with Doris Day, has a supporting role as Tony’s assistant Thomas Connors.

Composer Irving Berlin was hired by Berman to write the songs for Carefree. Berlin previously wrote the songs featured in Top Hat and Follow the Fleet. Berlin created all the songs featured in the film (except for “Change Partners” which he previously wrote several years earlier) over the course of a few days while on vacation in Phoenix, Arizona.

Fred Astaire’s musical number on the golf course (“Since They Turned ‘Loch Lomond’ into Swing”) was shot on April 14 and 15, 1938; three weeks before main production began. The scene was edited together from multiple small takes, rare for Astaire who typically preferred to shoot his dances in long takes. Sandrich began the main filming process in May, which went until July. Carefree was primarily shot on set at RKO Studios. The golf scenes were shot on location at Columbia Ranch in Hollywood. The bike riding scene was shot on location at the Busch Gardens park in Pasadena.

RKO originally wanted to shoot the “I Used to Be Color Blind” dream sequence in Technicolor, however the studio was disappointed with early test footage, so the scene was jest shot in Black & White. To compensate for the lack of color, Sandrich filmed the dancing portion of the scene in slow motion to make it stand out. Carefree was the first film to feature a long kiss between Astaire and Rogers, during the “I Used to Be Color Blind” number. Astaire didn’t like “mushy love scenes” and preferred to let the dancing express the romance, but agreed to the long kiss to make up for all the times he hadn’t kissed Ginger Rogers.

Fun Facts and Trivia: Carefree features only four musical scenes, the fewest of any of the Astaire-Rogers dance musicals. It is also the only Astaire-Rogers musical film in which Fred Astaire’s character doesn’t work in showbusiness. Tony Flagg is a psychiatrist, although Ginger Rogers’ character Amanda Cooper is a radio singer. One of the songs that Irving Berlin wrote for Carefree was “The Night Is Filled With Music.” RKO hired orchestra singer Ray Hendricks to record the song for the film, but the studio was unsatisfied with it and “The Night Is Filled With Music” was only used as background music. The flagstone-walled dinner club set had previously been used as a nightclub in Bringing Up Baby (1938), another comedy film released by RKO earlier that year.

Reception: Carefree had its premiere in late August of 1938. The film was less successful than the previous Astaire-Rogers musicals. Roberta (1935), Top Hat (1935), Follow the Fleet (1936), Swing Time (1936), and Shall We Dance (1937) all had higher domestic and worldwide box office grosses than Carefree. Carefree was also the first Astaire-Rogers film not make a profit for RKO, the film lost about $68,000. The film’s relatively low number of musical and dance sequences probably contributed to its poor box office results. Additionally, Carefree was released a little less than sixteen months after Shall We Dance, marking the largest gap yet between Astaire-Rogers films yet, which also hurt its popularity with viewers.

Carefree received somewhat positive reviews when it was released. Ann Ross of Maclean’s magazine strongly praised the dancing and thought that the film itself was generally good. William R. Weaver of Motion Picture Herald thought that Carefree was the best Astaire-Rogers musical film. Modern critical opinion on Carefree is much more mixed. In a positive review W. Stephen Gilbert of Time Out noted that Carefree wasn’t quite as good as the duo’s previous films. Ken Hanke of Mountain Xpress similarly gave the film a positive review but noted that it wasn’t as good as the other Astaire-Rogers films. In a mildly negative review John J. Puccio of Movie Metropolis argued that Carefree was more of a screwball comedy than a musical. Critic Josh Larsen was strongly critical of the film’s focus on comedy.

Oscars: Carefree was nominated for three Oscars at the 11th Academy Awards ceremony: Best Score (Victor Baravalle), Best Song (“Change Partners” by Irving Berlin), and Best Art Direction (Van Nest Polglase). Alfred Newman won Best Score for Alexander’s Ragtime Band, Ralph Rainger and Leo Robin won Best Song for “Thanks for the Memory” from The Big Broadcast of 1938, and Carl Jules Weyl won Best Art Direction for The Adventures of Robin Hood.

Why You Should See It: Carefree is a good musical comedy film. Although it doesn’t feature as many musical scenes as the other Astaire-Rogers musicals, the dancing in Carefree is still good. I liked the dream musical number “I Used to be Colorblind.” The fantasy aspects of the scene, including the slow motion, helped to make it memorable. Fred Astaire’s musical number at the golf course was also charming. Ginger Rogers has some really funny moments in Carefree. The scene where she wandered through the streets and the recording studio while under the effects of the anesthetic was funny.