-- Synopsis: Due to a pre-arranged marriage Lady Alyce Marshmorton (Fontaine) must marry soon to orchestra leader Reggie, and the staff of Tottney Castle have laid bets on who she'll choose. Jerry (Astaire) is "elected" to rescue his Lordship's daughter Lady Alyce from this arranged marriage. This is Fred's first movie without Ginger since he first danced with her on film. Fred is paired here with eighteen-year-old starlet named Joan Fontaine. Altho Fontaine had really big shoes to fill she came up short in the dance department but was actually very lovely and charming in her role. This is a great Astaire movie and except for one obvious point ... no Ginger!, it had a better plot than previous Astaire/Rogers films and a better cast. There is a lot of interplay with comics George Burns and Gracie Allen.

* Fred has a few solo dance numbers. George, Gracie and Fred do a Whisk Broom dance to "Put Me to the Test" and some dancing in a carnival's 'Fun House' and ending in the Hall of Mirrors to the song "Stiff Upper Lip" which recieved an Oscar Award for its choreography. Gracie also did a few numbers with Fred. Fred only danced once with Fontaine, a pas de deux to "Things Are Looking Up."