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Release Date: November 23, 1950 | Production Date: July - September 1949 | Color: Technicolor
Running Time: 112 minutes | Studio: Paramount Pictures

Betty Hutton
as "Kitty McNeil"
Fred Astaire
as "Donald Elwood"
Roland Young
as "Edmund Pohlwhistle"
Ruth Warrick
as "Carola Everett"
Lucile Watson
as "Serena Everett"
Gregory Moffett
as "Richie Everett"
Barton MacLane
as "Larry Channock"
Shepperd Strudwick
as "Timothy Bryant"
Melville Cooper
as "Charles Wagstaffe"
Harold Huber
as "Marcel"
George Zucco
as "Judge Mackenzie"
Peggy Bradley
as "Bubbles Malone"
Virginia Toland
as "Elsie"

Screenplay by
Allan Scott

Additional Dialogue by
Dane Lussier

Suggested by a Story by
Maurice Zolotow

Director of Photography
George Barnes, A.S.C.

Art Direction
Hans Dreier and Roland Anderson

Special Photographic Effects
Gordon Jennings, A.S.C.

Process Photography
Farciot Edouart, A.S.C.

Technicolor Color Consultant
Monroe W. Barbank

Set Decoration
Sam Comer and Ross Dowd

Edith Head

Dances Staged by
Hermes Pan

Edited by
Ellsworth Hoagland

Makeup Supervision
Wally Westmore

Sound Recording by
Hugo Grenzbach and John Cope

Assistant Director
Edward Salven

Music Direction
Robert Emmett Dolan

Vocal Arrangements
Joseph J. Lilley

Music Associate
Troy Sanders

Special Orchestral Arrangements
Van Cleave

Songs by
Frank Loesser

Produced by
Robert Fellows

Directed by
Norman Z. McLeod






In London in 1944, performers Kitty McNeil (Betty Hutton) and Donald Elwood (Fred Astaire) entertain British and American troops. Kitty becomes infuriated when Donald, after years of being non-commital, unexpectedly announces onstage that they are to be married. Because Kitty has already married Richard Everett, an American flyer whom she met in a hospital outside London, the performing act splits up. Kitty soon becomes a widow, however, and five years later, she and her son Richie (Gregory Moffett) are living with the wealthy Everett family in Boston. Although Dick's sister Carola (Ruth Warrick) is sympathetic, Kitty feels stifled by her grandmother-in-law Serena's disapproval of her former profession, and her strict discipline of Richie, and secretly moves to New York with him.

Donald is an unsuccessful New York investment broker, and continues to perform for a meager salary at Larry Channock's (Barton MacLane) nightclub. Although Donald first sees Kitty again in the Chili Cabana café, he pretends to run into her on the sidewalk. The former partners try to impress each other with exaggerated success stories, but Donald soon learns the truth, and promises to get Kitty work at the nightclub. That night, Donald falls asleep in Kitty's apartment after telling Richie a story. Unknown to Kitty, a private detective is following her and takes note of her nighttime visitor. Kitty is soon working as a cigarette girl at Larry's nightclub, and the staff looks after Richie, providing him with an education as well as regular meals and naps.

Serena's lawyers, Edmund Pohlwhistle (Roland Young) and Charles Wagstaffe (Melville Cooper), show up at the nightclub and threaten Kitty with a subpoena unless she gives Serena (Lucile Watson) custody of Richie. Even Elsie (Virginia Toland) and Bubbles Malone (Peggy Badley), two beautiful showgirls, fail to dissuade the lawyers from their mission, and the next day, Donald helps defend Kitty when she appears before a judge, who grants her sixty days to find more lucrative employment or a husband. Donald proposes to Kitty, but while they are in line at the marriage license bureau, she learns that he still intends to give up entertaining and pursue investment brokering, at which he is a dismal failure. Kitty rejects Donald, and also refuses to accept $20,000 from Carola, who earnestly wants to help her.

Kitty starts dating Donald's friend, wealthy playboy Timothy Bryant (Shepperd Strudwick), but when they announce their engagement, Donald determines that they are mismatched, and insinuates to Timothy that Kitty is a gold digger. When Kitty then appears wearing his mother's heirloom necklace, Timothy breaks off the engagement.

As sixty days have passed, Serena takes custody of Richie. Donald, meanwhile, has invested Carola's $20,000, which she turned over to him, in a racehorse, and impresses Serena when he gets an exorbitant offer to purchase the horse, after it wins a $50,000 sweepstakes. Having charmed Serena, Donald, who plans to give the winnings to Kitty, then declines Serena's offer to become her business manager because of her selfish treatment of Richie. At the same time, Kitty sneaks Richie out of the house. Serena, Pohlwhistle, and Wagstaffe report Richie's kidnapping to the police and then go to the nightclub to find him. Donald and the restaurant staff help hide Richie, and Kitty pretends to be distraught over news of her son's "kidnapping." However, when she learns that Donald has finally accepted his destiny as a dancer, Kitty goes on with the show, and announces their impending marriage onstage. After the show, Serena offers them her country home.

"Can't Stop Talking"
Performed by Betty Hutton and Fred Astaire

"Oh, Them Dudes"
Performed by Betty Hutton and Fred Astaire

"Why Fight The Feeling"
Performed by Betty Hutton

"Tunnel Of Love"
Performed by Betty Hutton and Fred Astaire


The working title of this film was "Little Boy Blue".

Paramount postponed production on the film from May 15, 1949 to July 5, 1949 so that Betty could complete pre-production duties for "Annie Get Your Gun" at M-G-M. A lengthy studio memo noted that although production officially began on July 5, 1949, many of the musical numbers were worked on prior to that date. In addition, the memo indicates that the script was frequently re-written on the set, and the finished film initially ran for two hours and twenty minutes.

Prim produced a special line of stockings called the "Let's Dance Nylons" during Christmas 1950 inspired by Betty and her role in this picture. Betty was featured in the advertisements.

Betty broke the ring finger of her left hand during a dance rehearsal for "Oh, Them Dudes" with Fred Astaire. The injury occurred when Betty swung her hand and struck a gun held by Astaire.

It was rumored that Betty and Fred Astaire did not get along on the set of "Let's Dance." When asked about it years later, Astaire stated, "I certainly never feuded with Betty Hutton or anyone else. Betty was the only one who made me blush, though - I couldn't repeat what she said in front of ladies."

Betty, speaking of Fred Astaire, said, "He's so sensational, he should be given a medal. His patience with me and my dance numbers was so great."

Although a production number titled "Ming Toy" was shot on September 13, 1949, it was not included in the final film. Modern sources report that this number featured a solo performance by Betty.

The song "Tunnel of Love" was originally written by Frank Loesser for the 1949 M-G-M film "Neptune's Daughter", but was not included in that production.

A Hollywood Reporter news item indicates that Jane Cowl was initially cast in the role of "Serena," but withdrew from the film due to a knee injury.


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