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Very few people have heard of it, but this is really one of my favorite Fred Astaire movies. In part because Fred does one of the best angry dance scenes that I've ever seen. He stumbles drunken, singing One More for my Baby, and smashes glass with his feet. He sways to the rhythm and leaps up on the metal bar to tap smash shattering glass. If you're lucky enough to see this movie keep in mind, that's real glass, not sugar glass like you normally see in movies. This was during WWII and sugar was rationed. Fred and Joan Leslie have a number of lovely romantic dance scenes. The background plot of WWII provides, well, a plot. By turns funny and bittersweet, a great dance movie.

Very much in the Fred Astaire canon of the 30's-40's (Fred meets girl, Fred exasperates girl, Fred wins girl over on the dance floor), THE SKY'S THE LIMIT - although uneven - contains some of Astaire's best and most unusual moments on film. It's worth getting past a few jarring notes to access them.

In almost every one of his musicals, Fred plays some extension of the same character: the lovestruck, earnest but insouciant sophisticate, and for some reason the standard formula required Fred to annoy the object of his affection upon their initial meeting - and often for some time after. This picture frequently carries the gimmick to inexplicable extremes.

The recipient of Fred's love at first sight is magazine photographer Joan Leslie, who although not quite a triple-threat (her singing voice is courtesy of Sally Sweetland, but she could dance and handle both comedy and drama; call her a two-and-a-half threat) is generally up to the task, and projects a maturity far beyond her 18 (yup: 18) years. Supplying able assistance is Robert Benchley as Joan's editor and would-be suitor, who has moments hinting at more depth as an actor than he was usually given an opportunity to display.

With Fred portraying a Flying Tiger ace who skips out on a PR tour to enjoy a few days of fun before returning to duty, there are elements of wartime morale-boosting, but only around the edges, and in what sometimes is an almost subversive vein. After enduring a discourse on "how to win this war" from the man who has given him a lift to town, Astaire's only response is, "What's your classification?" "4-F," the man answers, to which Astaire replies, "That's what I thought."

In an odd bit of casting, Robert Ryan appears as one of Fred's Air Forces buddies, but takes the script's intended mischief a bit too seriously. In scenes that call for him to merely tease, he practically drips with menace. That quality would serve him well in subsequent films, but here it's one of the aforementioned jarring notes.

There's still plenty of fun along the way, and the script is sprinkled with in-jokes, such as references to some of Astaire and Leslie's costars in earlier films, or Benchley's series of celebrated two-reel shorts for MGM in the 30's (Joan tells of a wedding proposal from him that digressed to a lecture about "the sex life of a polyp"). Indeed, Benchley delivers one of his trademark disorganized addresses at a fete honoring an industrialist, and while it brings the story to a halt for a few minutes, you won't really mind if you're a fan.

The crown jewel of THE SKY'S THE LIMIT is one of Astaire's best vocalizations of one of the best songs ever written for him, "One For My Baby (and One More For the Road"), along with one of his most adventurous dance solos, in which a night of bar-hopping after a falling-out with Leslie culminates in an explosive choreographic release of frustration and fury, at the posh nightspot where they first met.

This may not become one of your favorite Astaire pictures, but there are rewards if you can overlook a few rough spots.

The Sky's the Limit is one of Fred Astaire's least known movies, but it contains one of the best solos he ever did. The dance, in which Astaire breaks glasses with his feet, is legendary, but the movie as a whole does not support it. There are, disappointingly, only three dance numbers in the film, the plot never jells and much of the movie hovers somewhere between low-key charm and apathetic tedium. But "One for my baby," which comes near the end of the movie, is well worth the wait.

In this wartime drama Astaire is cast, rather improbably, as a decorated Air Force pilot, home on leave and expected to act as a cardboard hero on an inspirational tour. Irritated by the whole affair, Astaire goes AWOL and winds up in New York, where he encounters Joan Leslie, a bright-eyed photographer who also sings (not very well.) Here's where things get odd. Fred (the main characters bear the actors' real first names) determines to win over Joan in the short space of his leave, but he doesn't tell her that he's in the army, allowing her to think he's a shirker who can't hold down a job and doesn't want to serve his country. Naturally, Joan will have nothing to do with him under these circumstances, even though she likes him. The question is: why does Fred keep his identity secret? Is it because he's afraid of getting caught by the MPs? Because he's simply playing a game with Joan and wants to give himself a handicap? Because he doesn't want her to love him for his uniform and exploits, or because he is bitterly sick of the war and wants to forget it? All of these are possibilities, and if Fred's motivation were fully explored, this might be a really interesting movie about life during wartime. Instead Fred's subterfuge comes across as an excuse to keep the plot going, and it's hard to believe Fred really wants Joan so badly when he won't do the one thing that would allow him to win her. Interesting undercurrents are eliminated by a cop-out ending, in which Joan sees Fred in his uniform and, instead of demanding an explanation, simply melts and gives him a hero's send-off.

Astaire and Leslie have two duets. The first, "I've Got a Lot in Common With You," is up-tempo and extremely charming. The song's flirtatious, bickering lyrics capture the characters' relationship better than the screenplay ever does, and the dance suits Leslie's perky style. She is entertaining the troops in a canteen; Astaire insists on joining her, and she tries to cover up for him until she realizes—that he's Fred Astaire. As they take their bows she asks, "Where did you learn to dance like that?" and Astaire responds sarcastically, "Arthur Murray." (Arthur Murray ran a chain of dance studios that would, in the words of a contemporary song, "teach you dancing in a hurry.") The second duet is the standard romantic adagio, set to the soaring Harold Arlen song "My Shining Hour." It's just fine, though Leslie lacks Ginger Rogers's slenderness and fluid grace.

When Fred believes he has lost Joan for good, he begins bar-hopping; his drunken gloom and the forlorn late-night settings are both well evoked. It's a revelation to hear Astaire sing the Arlen standard "One For My Baby." Frank Sinatra's definitive version is sung way behind the beat, slow and pensive, while Astaire's version has a driving blues rhythm. He winds up alone in a fancy hotel bar with a wide marble floor, a mirror and shelves of glasses. He slumps on a stool, precariously off balance; when he sets down his brandy glass the stem breaks, and he snaps too. He starts pacing like a caged beast, lashes out and breaks another glass on a low table with his foot. Hearing a snatch of "My Shining Hour," he dances a few steps of the remembered duet. Then the blues rhythm comes back and he leaps onto the bar and starts tapping. His movements are taut, fierce, edgy. This dance fully explores the danger in Astaire's explosive tapping; its rhythm is not crisp and regular like Gene Kelly's but erratic, unpredictable, violent. This quality comes out playfully in Top Hat when he "shoots" the male chorus-members, and in the "firecracker" solo in Holiday Inn. Darkness and dramatic tension appear in "Let's Face the Music and Dance," from Follow the Fleet, which starts with despair and attempted suicide. All of those were stage numbers; this one is for real, and there is more depth, nuance and emotional weight in the dance than in the rest of the movie. While the solo is inspired by destructive anger and climaxes with Astaire kicking over shelves of glasses and finally hurling a stool at the mirror, it transforms violence into grace and restores Astaire's equilibrium. After paying off the shocked bartender, he flips his hat up off the floor with his foot and saunters out with that inimitable swinging, one-hand-in-the-pocket walk. The movie should end here; it's clear that Fred will get over losing Joan, and it would be right if he paid for his self-defeating behavior. But this is a romantic comedy and a happy ending is required.

A genuinely touching moment occurs before that ending. Robert Benchley, as Joan's boss, has been his usual buffoonish self, and delivered one of his patented dithering, scrambled lectures. He knows the truth about Fred and deliberately sends Joan where he knows she will encounter him, despite being in love with her himself. Benchley tells the excited Joan that he'll be at the airport to see her off and she'll recognize him: "I'll be the fat man with the broken heart."

THE SKY'S THE LIMIT (RKO Radio, 1943), directed by Edward H. Griffith, returns song and dance man Fred Astaire to the studio where history was made with his on-screen partnership opposite Ginger Rogers in their nine musicals from 1933 to 1939. Ten years since his introduction to the screen, and having acquired new dancing partners ranging from Eleanor Powell at MGM and Rita Hayworth at Columbia, Astaire takes a sentimental journey back to where it all began, with Joan Leslie, on loan from Warner Brothers, as his co-star in a war-time theme quite popular in the 1940s. A routine story that could very well have been used as any one of the Astaire and Rogers collaborations, THE SKY'S THE LIMIT, minus the lavish sets, with an in-joke reference to Ginger Rogers, is a shining hour and a half of old-fashioned screen entertainment.

Plot Summary: Set during World War II, Fred Atwell (Fred Astaire), a Flying Tiger pilot, along with his buddies, Reginald "Red" Fenton (Robert Ryan) and Dick Merlin (Richard Davies), becomes a celebrated war heroes and center of attention in a ticker tape parade. Because they are scheduled to do personal appearances during their ten day leave, with no time for themselves, Fred breaks away from a national tour on the next train stop, hitching rides into the city, changing into cowboy attire and having a perfect furlough for himself. He later encounters Joan Manyon (Joan Leslie), a photographer on assignment at the Colonial Club, and takes an interest in her. Coping with Fred's constant annoyance to get acquainted, she has her work cut out for her with her employer, Phil Harriman (Robert Benchley) who keeps her from important overseas assignments in order to keep her near him with the hope she'll say yes to his marriage proposals. As a toss-up, Joan starts dating Fred, who by now has moved into her apartment building to be near her. By the time Joan starts showing an interest in Fred, "Red" and Dick step in on Fred's territory, Dick dancing with Joan while "Red" forces Fred to do a snail dance on top of the table in public in order to keep Joan, who believes Fred to be an unemployed drifter, from learning his true identity. A strain in their relationship takes its toll with Joan wanting Fred to find work, but when he turns down good job offers, she starts doubting whether Fred cares for her or not.

The motion picture soundtrack with songs by Harold Arlen and Johnny Mercer include: "My Shining Hour" (sung by Joan Leslie); "My Shining Hour" (sung by Fred Astaire); "I've Got a Lot in Common With You" (sung and danced by Astaire and Leslie); "My Shining Hour" (danced by Astaire and Leslie) and "One for My Baby" (sung and danced by Astaire). While "My Shining Hour" received an Academy Award nomination as best song, it's "One for My Baby" that's as memorable as Astaire's now classic solo dance number. For an Astaire musical, the songs are few and far between, with the emphasis striving more on plot than music. An old song standard, "Three Little Words" can be heard instrumentally as dance music conducted in the night club sequence by Freddie Slack and his Orchestra.

The supporting cast consists of some familiar faces, including Elizabeth Patterson (Millie Fisher, the landlady); Marjorie Gateson (The Canteen Hostess); Clarence Kolb (Harvey S. Sloan), along with Paul Hurst, Olin Howland and Clarence Muse in smaller roles. For anyone familiar with the Astaire & Rogers musicals of the 1930s might get a feel of nostalgia seeing their co-star of five musicals, Eric Blore, working opposite Astaire for the last time, appearing briefly as Jackson, the valet, or as he phrases it, "a gentleman's gentleman." Blore's cameo lasts slightly over a minute and goes without any screen credit.

In spite of Astaire's name heading the cast, it is evident by the film's conclusion that THE SKY'S THE LIMIT belongs to Joan Leslie, a very popular leading lady during the World War II years. Still in her late teens and assuming the role of a woman in her twenties, she handles her assignment well, although she's much too young to be having the likes of middle-aged Benchley and slightly younger Astaire going after her. Nicely paced at 89 minutes, it's only slow point goes to humorist Robert Benchley acting as guest of honor of a Sloan Air Craft benefit where he attempts reading a 1936 chart to the guests, a routine reminiscent to one of his many comedy shorts that doesn't seem to work well by today's standards.

As entertaining as it is underrated, THE SKY'S THE LIMIT, distributed on video cassette through Turner Home Entertainment during the 1990s, and formerly shown on American Movie Classics prior to 2001, can be seen periodically on Turner Classic Movies. (***1/2)

Songwriter Alec Wilder once analyzed MY SHINING HOUR as one of the finest songs ever written, and THE SKY'S THE LIMIT serves this terrific song well. Johnny Mercer and Harold Arlen also contributed ONE FOR THE ROAD for this RKO World War II film that remains one of the most underrated and delicious musical comedies of the forties. Fred Astaire swings his way through the not-uninteresting plot, and he is joined by the wondrous Joan Leslie, who, here, once again demonstrates her skill at comedy, drama, and dance. There is a nice, goofy number for Astaire and Leslie early in the film, and a splendid love dance to MY SHINING HOUR later. Assisting them beautifully is Robert Bencheley giving one of his famed "lectures" that stays funny to this day. The ONE FOR MY BABY number by Astaire is pure choreographic genius. The whole enterprise is more relaxed than the Astaire-Rogers films of several years before, although those films cannot be put down. SKY'S... is lighter, frothier, and fun... but with a serious undertone that culminates in a farewell ending all too familiar to those who have sent their loved ones to war. Definitely catch this film....