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A good story about Rusty Parker (Rita Hayworth) who dreams of being on broadway which means she would have to leave the small dinner theater where she works with Danny (Gene Kelly) and Genius (Phil Silvers). Rusty is in love with Danny. All three are good friends and every Friday night they go to a local bar where they get oysters so they can look for a pearl (they never eat them). The story line provides numerous opportunities for songs and dancing. The movie has two questions that Rusty must answer: Is fame all that it is cracked up to be? and Is less really more if you are happy? Answering those questions makes the movie. The movie also does a good job of showcasing the talents that all three principals had. Never a dull moment!

Rusty's a popular singer-dancer for small-timer Mcguire's club, but gets her head turned by fancy impresario Wheaton who wants her to leave her friends and take her talents to his swanky uptown stage show.

Talk about eye candy. There's enough glamour here to send guys into a sugar overload. I hope they didn't show this WWII production overseas, otherwise a million GI's would be swimming home. I've seen a sexier Hayworth, but never a more sparkling one. She's obviously enjoying herself, and why not, she's got Kelly as a partner and a goofy Silvers to keep her in stitches. And get a load of the hats the gals wear. Some look like they're getting messages from Mars.

Okay, except for "Long Ago and Far Away", the tunes are pretty forgettable, while that set-up in the trooper cattle car should have been seriously re-thought. Still, I thought that dancing threesome down the city street was utterly charming, and reminded me of Kelly's signature number in Singin' in the Rain (1952). Then too, actor Bowman (Wheaton) makes a perfect Manhattan lounge lizard.

For younger folks, there were a lot of references to Brooklyn during the war. That's because the New York borough came to symbolize the common man and the American melting pot-- in short, the kind of national unity that winning the war would need. So, naturally, good guy McGuire (Kelly) has his stage show there, while slickster Wheaton has his in more snobbish uptown Manhattan. So Rusty (Hayworth) has to learn it's more fun to crack oysters in a Brooklyn bar than sip martinis in an swanky lounge.

Anyhow, it's hard to think of a brighter, more colorful production than this line-up of Hollywood glamour that keeps "comin' at yuh", one pretty face after another.

Rita Hayworth as Rusty Parker is the COVER GIRL du jour--she's one of the dancing girls in Danny McGuire's club, the most special one according to Danny (Gene Kelly) and pretty much anyone who comes across her. Take for example, Vanity magazine magnate John Coudair (Otto Kruger): enchanted by Rusty's resemblance to her grandmother Maribelle (also played by Hayworth in flashbacks), whom he wooed devotedly when he fell in love with her, he tries to relive his youth by fixing what he thinks went wrong between himself and Maribelle. He doesn't believe that Danny could give Rusty happiness, or everything she should be entitled to--he even gets Danny believing this himself. When Rusty shoots to fame as Vanity's 'Cover Girl', Danny drives her away into the ready and waiting arms of Noel Wheaton (Lee Bowman). So what happens when Danny returns to town with his sidekick Genius (Phil Silvers) in tow, only to discover that Rusty is marrying Wheaton?

As a musical, COVER GIRL benefits from the beautiful score and songs written by Jerome Kern and Ira Gershwin, including the Oscar-nominated 'Long Ago and Far Away' (possibly one of the most gorgeous ballads ever written and beautifully, sweetly sung as a duet by Hayworth and Kelly), Maribelle's number 'Sure Thing' (the more lacklustre 'Poor John' isn't a Kern/Gershwin collaboration) and 'Put Me To The Test'. The dancing, of course, is top-notch, since Gene Kelly had more than just a hand in the choreography. It shows in the simplest of dances, for example his dance with Hayworth to 'Put Me To The Test', or the joyfully exuberant 'Make Way For Tomorrow' number (performed by the trio of Danny, Rusty and Genius)... which foreshadows the reaction Gene's character has to the police cop in the title number in SINGIN' IN THE RAIN. Kelly especially scored a technological and artistic coup with the 'Alter-Ego' dance. Like its successors in ANCHORS AWEIGH and AN AMERICAN IN PARIS (Jerry the Mouse and the 16-minute ballet respectively), this dance is an example of the incredible innovation and creativity Kelly brought to the modern film musical: wanting to use the film medium to present dances that couldn't be showcased on a stage, and years before CGI, Kelly insisted on dancing with the one person who could possibly match him in talent and style--himself. The number is hardly five minutes long, but it (and Kelly's genius) still takes one's breath away, even sixty years down the line. This is the reason I watched COVER GIRL, and if nothing else, this dance is truly worth it.

You can tell that a great deal of money was lavished onto COVER GIRL and Rita Hayworth--not that she doesn't deserve it. Witness the scene when Rusty hits Broadway--the large screen showcasing all the different cover girls gives way to a staggeringly large stage rigged for Rusty's entrance. Hayworth is indeed one of the most effortlessly beautiful girls on show in the film, and she dances with a style and grace that is almost worthy of Kelly. (Very few of Kelly's co-stars have that honour.) She is hilarious in some scenes, for example her drunk scene when John and Wheaton come to get her from Joe's.

For some reason, however, her performance still lacks the spark of greatness which would help COVER GIRL overcome its general curse of mediocrity. That curse is only lifted whenever Gene Kelly is on the screen (dancing or no), or when Eve Arden as John's long-suffering secretary 'Stonewall' sidles by with another cutting comment or clever observation. Since the film, in the end, belongs to Hayworth, neither Kelly nor Arden can save it as a whole. This isn't to say that the film is bad--it isn't. It's enjoyable, with great songs and cute numbers and lots of pretty girls to look at. But it's just not quite a classic. The dancing is classic though--so watch COVER GIRL for that, and you won't regret it.

It took a loan out film to Columbia for Gene Kelly's home studio MGM to realize his creative talent and give him some control over what he did in his own films. Cover Girl also became Rita Hayworth's signature film for the GIs and their pinup fantasies during World War II.

Kelly plays the owner of a small nightclub in Brooklyn where Rita is a featured dancer and Phil Silvers the comic. Of course Kelly does a bit of hoofing himself there.

Hayworth comes to the attention of millionaire Otto Kruger when it turns out that Kruger had loved and lost Hayworth's grandmother. In some flashback sequences from the gaslight era, Hayworth also plays her own grandmother with Jess Barker playing the young Kruger. You might remember Jess Barker was the husband of that other legendary screen redhead, Susan Hayward.

Broadway producer Lee Bowman also is attracted to Hayward, but he's not interested in nostalgia. He wants her for his Ziegfeld Follies revue and in fact the biggest number of Cover Girl is the title song of the film. It's nicely done in Follies style.

Hayworth also gets to sing A Sure Thing in a gaslight era number and in the only song in the show not written by Jerome Kern and Ira Gershwin, Hayworth also does an old English music hall number Poor John. When I say sing, as everyone knows Rita mouths words. Singing here is done by Nan Wynn.

The biggest hit of the show is Long Ago and Far Away which is introduced by Gene Kelly. It was one of the biggest hits of the World War II era and one of the biggest sellers Jerome Kern ever wrote. It happens in fact to be a favorite of an aunt of mine who with my uncle will be celebrating 60 years of marriage this September. Long Ago and Far Away was nominated for Best Song, but lost to Swinging on a Star.

What really sets Cover Girl apart and what makes it a milestone film for Gene Kelly is the two numbers Put Me to the Test and the Alter Ego number. Harry Cohn decided to do what Louis B. Mayer had refused at MGM, to give Kelly creative control of his own material. Kelly later said the alter ego number was one of the hardest things he ever attempted in his career. In it he dances with a pale reflection of himself and the choreography is dazzling and intricate.

In fact after one more loan out film, Christmas Holiday at Universal, Louis B. Mayer never loaned out Gene Kelly for the rest of the time he was at MGM. And he did get creative control from then on.

With that dazzling technicolor cinematography and Rita's red hair and Gene Kelly's boundless creativity, Cover Girl was and is a classic and will forever be so.

Good things about "Cover Girl" - Gene Kelly dancing with his own reflection; the luminous Rita Hayworth; the street dance; "Long Ago and Far Away", the cover girls sequence. Bad things - "Poor John", an unbelievable by-plot about Hayworth's grandmother, and perhaps too much Phil Silvers. But when it is good, it certainly is good. I'd say it passes the time but nothing too mind-boggling in musical terms (although for Columbia it was probably one of the studio's peaks in the genre).