{ "id": "ep6f7h6gxf", "slug": "shall-we-dance", "title": "Shall We Dance", "updated": "2026-11-01", "topic_path": [ { "id": "culture", "label": "Arts and culture", "api_url": "https://www.edgepedia.org/api/v1/topics/culture" }, { "id": "culture.performance", "label": "Screen and stage", "api_url": "https://www.edgepedia.org/api/v1/topics/culture.performance" }, { "id": "culture.performance.screen", "label": "Film and television", "api_url": "https://www.edgepedia.org/api/v1/topics/culture.performance.screen" }, { "id": "culture.performance.screen.films", "label": "Films and standalone screen works", "api_url": "https://www.edgepedia.org/api/v1/topics/culture.performance.screen.films" }, { "id": "culture.performance.screen.films.films.individual-works", "label": "Individual films by title and year", "api_url": "https://www.edgepedia.org/api/v1/topics/culture.performance.screen.films.films.individual-works" }, { "id": "culture.performance.screen.films.films.individual-works.musical-music", "label": "Musical and music films (individual works)", "api_url": "https://www.edgepedia.org/api/v1/topics/culture.performance.screen.films.films.individual-works.musical-music" }, { "id": "culture.performance.screen.films.films.individual-works.musical-music.musical-films-of-the-1930s-to-1960s", "label": "Musical films of the 1930s to 1960s", "api_url": "https://www.edgepedia.org/api/v1/topics/culture.performance.screen.films.films.individual-works.musical-music.musical-films-of-the-1930s-to-1960s" } ], "geo": [ { "id": "geo.us.t1800.culture.performance.screen.films.films.individual-works.musical-music", "label": "United States · 1800 to 1945: Musical and music films (individual works)", "api_url": "https://www.edgepedia.org/api/v1/geo/geo.us.t1800.culture.performance.screen.films.films.individual-works.musical-music", "path": [ { "id": "geo.us", "label": "United States", "api_url": "https://www.edgepedia.org/api/v1/geo/geo.us" }, { "id": "geo.us.t1800", "label": "United States · 1800 to 1945", "api_url": "https://www.edgepedia.org/api/v1/geo/geo.us.t1800" }, { "id": "geo.us.t1800.culture", "label": "Arts and culture", "api_url": "https://www.edgepedia.org/api/v1/geo/geo.us.t1800.culture" }, { "id": "geo.us.t1800.culture.performance", "label": "Screen and stage", "api_url": "https://www.edgepedia.org/api/v1/geo/geo.us.t1800.culture.performance" }, { "id": "geo.us.t1800.culture.performance.screen", "label": "Film and television", "api_url": "https://www.edgepedia.org/api/v1/geo/geo.us.t1800.culture.performance.screen" }, { "id": "geo.us.t1800.culture.performance.screen.films", "label": "Films and standalone screen works", "api_url": "https://www.edgepedia.org/api/v1/geo/geo.us.t1800.culture.performance.screen.films" }, { "id": "geo.us.t1800.culture.performance.screen.films.films.individual-works", "label": "Individual films by title and year", "api_url": "https://www.edgepedia.org/api/v1/geo/geo.us.t1800.culture.performance.screen.films.films.individual-works" }, { "id": "geo.us.t1800.culture.performance.screen.films.films.individual-works.musical-music", "label": "Musical and music films (individual works)", "api_url": "https://www.edgepedia.org/api/v1/geo/geo.us.t1800.culture.performance.screen.films.films.individual-works.musical-music" } ] } ], "excerpt": "Shall We Dance (1937) is an RKO musical comedy, the seventh Fred Astaire-Ginger Rogers pairing and their only film with a George and Ira Gershwin score, famous for the roller-skate \"Let's Call the Whole Thing Off\" number and the Oscar-nominated \"They Can't Take That Away from Me.\"", "snippet": "Shall We Dance (1937) is an RKO musical comedy, the seventh Fred Astaire-Ginger Rogers pairing and their only film with a George and Ira Gershwin score, famous for the roller-skate \"Let's Call the Whole Thing Off\" number and the Oscar-nominated \"They Can't Take That Away from Me.\"", "node": "culture.performance.screen.films.films.individual-works.musical-music.musical-films-of-the-1930s-to-1960s", "markdown": "# Shall We Dance\n\n**Shall We Dance** is a 1937 American musical comedy from RKO Radio Pictures, directed by Mark Sandrich and starring [Fred Astaire](https://www.edgepedia.org/fred-astaire) as an American ballet dancer performing in Paris under a Russian name and [Ginger Rogers](https://www.edgepedia.org/ginger-rogers) as the musical-comedy star he pursues. It was the seventh film the two stars made together and the only one with a score by George and [Ira Gershwin](https://www.edgepedia.org/ira-gershwin).[1](https://www.tcm.com/articles/21333/shall-we-dance-1937) • [2](https://gershwin.com/publications/shall-we-dance/)\n\n| Key fact | Detail |\n|---|---|\n| Release | May 7, 1937, by RKO Radio Pictures; black and white; listed runtimes include 109 minutes (TCM) and \"101 or 116 mins\" (AFI)[2](https://gershwin.com/publications/shall-we-dance/) • [3](https://catalog.afi.com/Film/6573-shall-wedance) |\n| Principal credits | Director Mark Sandrich; producer Pandro S. Berman; screenplay Allan Scott and Ernest Pagano, from the story \"Watch Your Step\" by Harold Buchman and Lee Loeb; cinematography David Abel[2](https://gershwin.com/publications/shall-we-dance/) • [4](https://www.tcm.com/watchtcm/titles/1603) |\n| Cast | Fred Astaire (Pete P. Peters, alias Petrov), Ginger Rogers (Linda Keene), Edward Everett Horton (Jeffrey Baird), Eric Blore (Cecil Flintridge), Jerome Cowan (Arthur Miller), Harriet Hoctor (herself)[4](https://www.tcm.com/watchtcm/titles/1603) • [5](https://dennisschwartzreviews.com/shallwedance1937/) |\n| Music | George Gershwin (music) and Ira Gershwin (lyrics); songs include \"Slap That Bass,\" \"(I've Got) Beginner's Luck,\" \"They All Laughed,\" \"Let's Call the Whole Thing Off,\" \"They Can't Take That Away from Me,\" and \"Shall We Dance\"[5](https://dennisschwartzreviews.com/shallwedance1937/) |\n| Production dates | December 24, 1936 to March 22, 1937, with rehearsals beginning in November 1936; a Hollywood Reporter news item put rehearsal time at 300 hours[3](https://catalog.afi.com/Film/6573-shall-wedance) |\n| Award | \"They Can't Take That Away from Me\" was nominated for Best Song at the 1938 Academy Awards, losing to \"Sweet Leilani\" from Paramount's *Waikiki Wedding*[3](https://catalog.afi.com/Film/6573-shall-wedance) |\n| Working titles | *Watch Your Step* (also the screen story's title) and *Stepping Toes*; modern sources add *On Your Ballet*, *Stepping Stones*, *Stepping High*, *Round the Town*, *Dance with Me*, *Let's Dance*, and *Twinkle, Twinkle*[3](https://catalog.afi.com/Film/6573-shall-wedance) |\n\n## Spoilers\n\n### Plot\n\nPete P. Peters is an American ballet dancer living in Paris who performs under the Russian name Petrov, though he secretly prefers jazz dancing to formal ballet. Smitten with photographs of the American revue star Linda Keene, he vows to his impresario, Jeffrey Baird, that he will meet and marry her. To be near Linda, and to escape the attentions of Lady Tarrington, a former ballerina who admires him, Pete books passage on the same New York-bound ocean liner. A rumor that the two celebrities are secretly married spreads aboard ship, and to quell it they agree to actually marry and then seek a prompt divorce; their plans fail when they fall in love, despite her engagement to another man.[3](https://catalog.afi.com/Film/6573-shall-wedance) • [6](https://rko.com/portfolio-items/shall-we-dance/)\n\n## Production\n\nThe project took shape in mid-1936, when producer Pandro S. Berman, inspired by the success of the Broadway musical *On Your Toes*, wanted a Broadway-style musical film for RKO with a well-known composer. Berman had worked with [George Gershwin](https://www.edgepedia.org/george-gershwin) before and expected him to create \"six hits\" for the film. Gershwin's deal with RKO paid him $55,000 for *Shall We Dance* with an option for a second film at $70,000, considerably less than [Irving Berlin](https://www.edgepedia.org/irving-berlin) and [Jerome Kern](https://www.edgepedia.org/jerome-kern) had made for similar work on earlier Astaire-Rogers films.[7](https://classicgoldenagefilms.com/2023/04/shall-we-dance-1937/) • [3](https://catalog.afi.com/Film/6573-shall-wedance)\n\nThe Gershwins began composing months before production started, and the script was written to some extent around the songs. In November 1936 George Gershwin wrote of the title song, \"We haven't a title for the picture as yet, but we are all struggling hard to find just the right phrase.\" Their friend [Vincente Minnelli](https://www.edgepedia.org/vincente-minnelli) is credited with supplying the phrase, and the Gershwins completed \"Shall We Dance?\" in the spring of 1937; the question mark was later deleted.[3](https://catalog.afi.com/Film/6573-shall-wedance) The score was finished in early December 1936, and the film was renamed *Shall We Dance* during production in early 1937.[8](https://doi.org/10.1525/california/9780520248649.003.0035)\n\nBerman wanted the choreographer [George Balanchine](https://www.edgepedia.org/george-balanchine), who had staged sequences in *On Your Toes*, to choreograph the musical numbers. Balanchine expressed interest, but prior commitments to the [Metropolitan Opera](https://www.edgepedia.org/metropolitan-opera) prevented him from accepting. Sandrich then tried to hire the Russian choreographer Leonide Massine for the ballet sequences; instead Harry Losee was flown in from New York and, despite his background in modern dance, was assigned the ballet sequences, while Hermes Pan assisted Astaire on the show dancing.[3](https://catalog.afi.com/Film/6573-shall-wedance) RKO production files indicate that Margot Grahame was originally cast as Lady Tarrington and was replaced by Ketti Gallian.[3](https://catalog.afi.com/Film/6573-shall-wedance) The film was shot entirely on set at RKO Studios in Los Angeles.[7](https://classicgoldenagefilms.com/2023/04/shall-we-dance-1937/)\n\nThe Production Code Administration also shaped the screenplay: a 2012 Vassar thesis records that the script for *Shall We Dance* was reworked a number of times to address nineteen deletions the PCA insisted upon.[9](https://digitallibrary.vassar.edu/sites/default/files/2022-01/Reel_Men_Do_Dance_Choreography_Masculinity_and_the_American_Film_Musical_0.pdf)\n\n## The songs and dance numbers\n\nThe Gershwin score became the film's lasting contribution. Dennis Schwartz's review lists six songs: \"Slap That Bass,\" \"(I've Got) Beginner's Luck,\" \"They All Laughed,\" \"Let's Call the Whole Thing Off,\" \"They Can't Take That Away from Me,\" and \"Shall We Dance.\"[5](https://dennisschwartzreviews.com/shallwedance1937/) The AFI catalog adds the instrumental \"Walking the Dog (Strictly Instrumental)\" to the list of Gershwin numbers.[3](https://catalog.afi.com/Film/6573-shall-wedance) The tunes were not immediate hits with the public, but in time they became popular standards.[1](https://www.tcm.com/articles/21333/shall-we-dance-1937)\n\n**The roller-skate number.** The most celebrated sequence is a park outing staged as a roller-skate dance to \"Let's Call the Whole Thing Off,\" with its \"tomato/tomahto, potato/potahto\" lyrics. The complicated routine required thirty-two hours of preparation and took four days to shoot, during which Astaire and Rogers skated an estimated eighty miles. Because it was so difficult, Astaire declined to shoot it according to his usual \"single-shot\" rule, and the skating sound effects were dubbed and inserted after shooting.[3](https://catalog.afi.com/Film/6573-shall-wedance) TCM's Scott McGee calls it the most imaginative dance number in the film, a Rogers-Astaire novelty that built on the roller-skate number in *Gold Diggers of 1933* and set a bar for [Gene Kelly](https://www.edgepedia.org/gene-kelly)'s skating in *It's Always Fair Weather* (1955).[1](https://www.tcm.com/articles/21333/shall-we-dance-1937)\n\n**Slap That Bass.** Hermes Pan said that Astaire conceived the number's choreography, in which he moves around the ship's engine room while interacting with its equipment, after the two men walked by a cement mixer on the RKO grounds.[3](https://catalog.afi.com/Film/6573-shall-wedance) A scholarly account of the film notes that in this number the music develops slowly from the sound and rhythm of the ship's engines into a full song, and that the screenplay sets up the dualism between the high art of ballet and the folk art of jazz and tap dance typical of the American film musical.[10](https://iluminace.cz/contents/ilu/2025/02.pdf)\n\n**Unused songs.** Two Gershwin songs were dropped: \"Hi-Ho!\" was not published until 1967, and \"Wake Up, Brother, and Dance\" was eliminated from the score to make room for the title song, later resurfacing in altered form as \"Sophia\" in [Billy Wilder](https://www.edgepedia.org/billy-wilder)'s 1964 film *Kiss Me, Stupid*.[3](https://catalog.afi.com/Film/6573-shall-wedance) • [2](https://gershwin.com/publications/shall-we-dance/)\n\n## Reception and aftermath\n\n*Shall We Dance* was not a critical or box-office success on release. TCM records that audiences may have been disappointed by the decreased number of dance routines, while critics found the musical less original and the plot a rehash of the team's previous outings.[1](https://www.tcm.com/articles/21333/shall-we-dance-1937) A contemporary Variety review, quoted by the Los Angeles Times, took the opposite view of Astaire's dancing: \"For Astaire, 'Shall We Dance' offers final proof of his being head man as to dancing,\" and judged the Gershwin songs \"attractive and have been, and will be, heard repeatedly.\"[11](https://www.latimes.com/archives/la-xpm-1987-06-28-ca-10-story.html) A 1937 *Screenland* review by Delight Evans called it the most sophisticated of the Astaire-Rogers romances, a striking change of pace, slower but smoother.[12](https://tile.loc.gov/storage-services/public/gdcmassbookdig/screenland35unse-1937-07/screenland35unse-1937-07.pdf)\n\nThe film's commercial performance is reported differently by two catalog sources. The AFI catalog states that *Shall We Dance* made only $413,000 in profits; Classic Jazz Standards reports that five numbers reached the hit charts and Astaire's recording of \"They Can't Take That Away from Me\" reached No. 1, indicating immediate popularity.[3](https://catalog.afi.com/Film/6573-shall-wedance) • [14](https://www.classicjazzstandards.com/songs/they-can-t-take-that-away-from-me/) TCM's article attributes a $413,000 profit, well below the team's usual performance, to the preceding film *Swing Time* (1936), whose disappointing returns RKO executives discussed while *Shall We Dance* was being shot.[1](https://www.tcm.com/articles/21333/shall-we-dance-1937)\n\nThe film was originally slated as the last of the Astaire-Rogers romps, but the pair reunited within a year in *Carefree* (1938), followed by *The Story of Vernon and Irene Castle* (1939) and a final pairing in *The Barkleys of Broadway* (1949).[1](https://www.tcm.com/articles/21333/shall-we-dance-1937) Some later critics have called it the team's last great film together.[5](https://dennisschwartzreviews.com/shallwedance1937/) On Rotten Tomatoes the film holds an 89% Tomatometer from 9 reviews, with an audience rating of 84% from more than 5,000 ratings.[13](https://www.rottentomatoes.com/m/1018711-shall_we_dance)\n\n## The Gershwins' Hollywood period\n\n*Shall We Dance* was the first of three pictures the Gershwin brothers scored under a 1936/37 Hollywood contract, followed by *A Damsel in Distress* and *The Goldwyn Follies*. After the success of his concert works and *Porgy and Bess*, George Gershwin had to confront studio executives' fear that he had gone \"highbrow\" and would be unwilling to write in a popular vein again; Irving Berlin was known to remark on several occasions that the songs the Gershwins wrote in Hollywood in 1936/37 were among the best written, by anyone. George Gershwin died unexpectedly on July 11, 1937, after an operation to remove a brain tumor, only a few months after the film's premiere, making this period his last.[2](https://gershwin.com/publications/shall-we-dance/)\n\n## References\n\n1. [Shall We Dance? (1937), Scott McGee, Turner Classic Movies](https://www.tcm.com/articles/21333/shall-we-dance-1937)\n2. [Shall We Dance, Gershwin Enterprises](https://gershwin.com/publications/shall-we-dance/)\n3. [Shall We Dance (1937), AFI Catalog](https://catalog.afi.com/Film/6573-shall-wedance)\n4. [Watch Shall We Dance, Turner Classic Movies](https://www.tcm.com/watchtcm/titles/1603)\n5. [Shall We Dance, Dennis Schwartz Reviews](https://dennisschwartzreviews.com/shallwedance1937/)\n6. [Shall We Dance (1937), RKO Pictures](https://rko.com/portfolio-items/shall-we-dance/)\n7. [Shall We Dance (1937), Classic Golden Age Films](https://classicgoldenagefilms.com/2023/04/shall-we-dance-1937/)\n8. [Howard Pollack, \"From Swing Is King (1936) to A Damsel in Distress (1937),\" George Gershwin: His Life and Work](https://doi.org/10.1525/california/9780520248649.003.0035)\n9. [Amy Weintraub, \"Reel Men Do Dance: Choreography, Masculinity, and the American Film Musical\" (Vassar College, 2012)](https://digitallibrary.vassar.edu/sites/default/files/2022-01/Reel_Men_Do_Dance_Choreography_Masculinity_and_the_American_Film_Musical_0.pdf)\n10. [Iluminace, Volume 37, 2025, No. 2](https://iluminace.cz/contents/ilu/2025/02.pdf)\n11. [\"Astaire: The Memory of All That,\" Los Angeles Times (1987), quoting Variety, 1937](https://www.latimes.com/archives/la-xpm-1987-06-28-ca-10-story.html)\n12. [Delight Evans, \"Reviews of the best Pictures,\" Screenland, July 1937](https://tile.loc.gov/storage-services/public/gdcmassbookdig/screenland35unse-1937-07/screenland35unse-1937-07.pdf)\n13. [Shall We Dance, Rotten Tomatoes](https://www.rottentomatoes.com/m/1018711-shall_we_dance)\n14. [They Can´t Take that Away from Me](https://www.classicjazzstandards.com/songs/they-can-t-take-that-away-from-me/)\n\n---\n*Topic: Encyclopedia › Arts and culture › Screen and stage › Film and television › Films and standalone screen works › Individual films by title and year › Musical and music films (individual works) › Musical films of the 1930s to 1960s*\n\n*Initially written Oct 3, 2026 · Reviewed: Oct 25, 2026 · Edited: Oct 15, 2026; Oct 25, 2026; Nov 1, 2026 · Last review: Oct 25, 2026*\n\n*Copyright 2026 EdgeChat AI, a subsidiary of Biostate AI.*\n\nLicense: Edgepedia Community License 1.0, https://www.edgepedia.org/edgepedia/license\n", "same_as": [], "url": "https://www.edgepedia.org/shall-we-dance", "markdown_url": "https://www.edgepedia.org/shall-we-dance.md", "license": { "name": "Edgepedia Community License 1.0", "url": "https://www.edgepedia.org/edgepedia/license", "summary": "Free with credit, commercial use included. AI training is open to everyone. For other uses, organizations over USD 100M in revenue or 100M monthly users license separately.", "spdx": "LicenseRef-Edgepedia-Community-1.0" }, "credit": "\"Shall We Dance\", Edgepedia (EdgeChat), https://www.edgepedia.org/shall-we-dance. Edgepedia Community License 1.0.", "credit_md": "\"[Shall We Dance](https://www.edgepedia.org/shall-we-dance)\", Edgepedia (EdgeChat), [https://www.edgepedia.org/shall-we-dance](https://www.edgepedia.org/shall-we-dance). [Edgepedia Community License 1.0](https://www.edgepedia.org/edgepedia/license).", "credit_html": "\"Shall We Dance\", Edgepedia (EdgeChat), https://www.edgepedia.org/shall-we-dance. Edgepedia Community License 1.0.", "speakable": "Shall We Dance is an RKO musical comedy, the seventh Fred Astaire-Ginger Rogers pairing and their only film with a George and Ira Gershwin score, famous for the roller-skate \"Let's Call the Whole Thing Off\" number and the Oscar-nominated \"They Can't Take That Away from Me.\"" }