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Carefree is a musical film starring Fred Astaire and Ginger Rogers. With a plot similar to screwball comedies of the period, Carefree is the shortest of the Astaire-Rogers films, featuring only four musical numbers. Carefree is often remembered as the film in which Astaire and Rogers shared a long on-screen kiss at the conclusion of their dance to "I Used to Be Color Blind," all previous kisses having been either quick pecks or simply implied.

Carefree was a reunion for the Astaire and Rogers after a brief hiatus following Shall We Dance. The next film in the series, The Story of Vernon and Irene Castle ( ), would be their final RKO film together, although they would reunite in for MGM's The Barkleys of Broadway.


Psychiatrist Dr. Tony Flagg (Fred Astaire) does his friend Stephen Arden (Ralph Bellamy) a favor by taking on his fiancee, Amanda Cooper (Ginger Rogers), as a patient. Amanda, a singer on the radio, can't seem to make a decision about Stephen's many proposals of marriage, so Tony probes her subconscious, but in the process Amanda falls in love with him. He tries to cure her with hypnosis, but this only leads to chaos, as Amanda wanders around in a carefree hypnotic state.


Carefree was in production from 14 - 15 April (the golf-ball number) and from 9 May to 21 July. Location filming was done at Busch Gardens in Pasadena, Californiamarker, and at the Columbia Ranch.

The number "I Used To Be Color Blind" was originally planned to be shot in Technicolor, but color-tests were made, and the transitions from black-and-white to color did not look good, so the idea was dropped. RKO felt that the expense of having the entire film in color was not justified, as the Fred Astaire-Ginger Rogers films had always drawn well without it.

Astaire didn't like "mushy love scenes," and preferred that lovemaking between him and Rogers be confined to their dances. Because rumors sprang up that Astaire's wife wouldn't let him kiss onscreen, or that Rogers and Astaire didn't like each other, Astaire agreed to the long kiss at the end of "I Used to Be Color Blind", "to make up for all the kisses I had not given Ginger for all those years."

Besides the number ""Let's Make the Most of Our Dream," another scene that was dropped from the released film was one where Astaire tries to analyze a scatter-brained patient, played by Grace Hayle

The film was released on 2 September . The previous Astaire-Rogers film, Shall We Dance, had been released in May of , and the 16 month gap between the films was the longest between Astaire-Rogers films to that date.


Cast notes


The songs in Carefree were all written by Irving Berlin, and with the exception of "Change Partners," which he had written for Astaire and Rogers years before, he wrote them all over the course of a few days, while on vacation in Phoenix, Arizonamarker.An army of uncredited orchestrators contributed to the catchy settings of the tunes, principally among them Broadway's Robert Russell Bennett and future MGM stalwart Conrad Salinger.

As usual, Astaire created the choreography, with the help of his principal collaborator Hermes Pan. In preparation for The Story of Vernon and Irene Castle, the Astaire-Rogers film which was already scheduled to follow Carefree, the choreography for this film contains more lifts than usual.

  • "Since They Turned 'Loch Lomond' into Swing" - Fred Astaire came up with the idea of hitting golf balls for this number, and spent two weeks rehearsing it. It was shot three weeks before the rest of the film, with Astaire performing to a piano track – the orchestrated arrangement was added later. Because of the difficulty of the action, the performance was pieced together from multiple takes, which was very unusual for Astaire, who preferred his dance numbers to be made from a minimum number of long takes.

  • "I Used to Be Color Blind" - The dance for this number was shot at four times normal speed to create the slow-motion effect seen when the film is shown at normal speed.

  • "The Night Is Filled With Music" (instrumental) - RKO had hired Ray Hendricks to sing this song, but it was dropped from the production and survived only as an instrumental.

  • "The Yam" - Fred Astaire reportedly thought this song was silly, and refused to sing it, which is why Ginger Rogers sings it alone — although they do dance together after the vocal section. Eventually he made a record of it, which can be heard in his collected works.

  • Another number, "Let's Make the Most of Our Dream," a second dream sequence, was filmed but deleted.


Carefree received generally mixed reviews when it was released, although the critic for the Motion Picture Herald, William R. Weaver, called it "the greatest Astaire-Rogers picture." The film earned $1.7 million, but lost the studio $68,000.

Carefree was nominated for three Academy Awards: Best Art Direction (Van Nest Polglase), Best Musical Scoring (Victor Baravalle) and Best Song "Change Partners",written by Irving Berlin.


  1. TCM Overview
  2. IMDB Filming Locations
  3. Margarita Landazuri "Carefree" (TCM article)
  4. IMDB Trivia
  5. IMDB Release dates
  6. IMDB Release Dates ("Shall We Dance")
  7. TCM Notes
  8. TCM Music
  9. E.g. The Great Fred Astaire, RedX Entertainment, 3-CD boxed set, 2000 (RMGR0030)
  10. IMDB Awards

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