General · EdgepediaOctober 3, 20268 min read

Follow the Fleet

Follow the Fleet is a 1936 American romantic musical comedy made by RKO Radio Pictures, directed by Mark Sandrich and starring Fred Astaire as sailor Bake Baker and Ginger Rogers as his former dance partner Sherry Martin, with an score of songs written by Irving Berlin.¹ Set in San Francisco during shore leave, it trades the continental glamour of the team's earlier films for a Navy setting, and it contains what is often counted among their finest dance sequences, "Let's Face the Music and Dance."

Key fact	Detail
Release	21 February 1936 (AFI); IMDb lists the United States release as February 20, 1936¹^•²
Studio and crew	RKO Radio Pictures; produced by Pandro S. Berman; directed by Mark Sandrich; screenplay by Dwight Taylor and Allan Scott; cinematography by David Abel; editing by Henry M. Berman¹
Source	Based on the play Shore Leave: A Sea-goin' Comedy in Three Acts by Hubert Osborne, produced by David Belasco in New York on 8 August 1922³
Music	Songs, words and music by Irving Berlin: "Let's Face the Music and Dance," "Let Yourself Go," "We Saw the Sea," "I'd Rather Lead a Band," "Here Am I, But Where Are You?" "Get Thee Behind Me, Satan," and "I'm Putting All My Eggs in One Basket"³
Principal cast	Fred Astaire (Bake Baker), Ginger Rogers (Sherry Martin), Randolph Scott (Bilge Smith), Harriet Hilliard (Connie Martin), Astrid Allwyn (Iris Manning), Lucille Ball (Kitty Collins), Betty Grable (trio singer)⁴
Physical details	110 minutes, black and white, RCA Victor sound; production dates 31 October 1935 to 4 January 1936¹
Standing in the series	Frank Miller of Turner Classic Movies calls it the pair's fourth film together and their second-highest grossing film ever; the Toronto Film Society's notes count it as the fifth film in the pairing⁵^•⁴

Spoilers

Plot

While on shore leave in San Francisco, sailors "Bake" Baker and "Bilge" Smith head to the Paradise Club, a cheap nightclub featuring ten-cent taxi dancers. There Bake finds Sherry Martin, his former dance partner and girlfriend, now performing at the club, while Bilge is first approached by Sherry's sister Connie, a bespectacled, timid schoolteacher, and brushes her off. Sherry's chorus girl friends transform Connie, removing her glasses and dressing her in one of Sherry's gowns, and on the dance floor Bilge flirts with her without recognizing her. Bake and Sherry inadvertently enter the club's weekly dance competition and win.⁶

To prove he would make a good manager for Sherry, Bake tells the club owner that she deserves better than the Paradise, and Sherry is fired on the spot; Bake promises her an audition with the New York theatrical producer Jim Nolan. At Sherry's apartment, Connie reveals her identity to a surprised Bilge, but when she mentions marriage he loses interest and leaves with Iris Manning, Sherry's divorced socialite friend. Bake then learns that the fleet is departing immediately and will not return to San Francisco until the spring.⁶ Later complications include Bake sabotaging Sherry's auditions, and Connie working to raise money to save the sailing ship that belonged to her late father, a sea captain.⁷^•⁸

Origins and production

The story idea was credited to Osborne's 1922 play Shore Leave, about a sailor who falls in love during a 24-hour leave. The play had already been adapted as the 1925 stage musical Hit the Deck, with songs by Vincent Youmans, and both versions had been filmed, the straight play in 1925 and the musical in 1930. The plot resurfaced again in the 1955 remake of Hit the Deck with Jane Powell, Debbie Reynolds, Vic Damone, Russ Tamblyn, and Tony Martin, who had been an extra in Follow the Fleet in 1936, and it inspired later Navy musicals including The Fleet's In (1942) and Here Come the Waves (1944).⁵

Producer Pandro S. Berman assigned the script and score to Dwight Taylor, Allan Scott, and Irving Berlin, all of whom had just finished Top Hat (1935), which opened to full houses as Follow the Fleet went into production. The writers also drew elements from Roberta (1935), in which Astaire and Rogers had supported a serious love story played by Randolph Scott and Irene Dunne. RKO wanted Dunne for the sister role and Scott's love interest, but she had other commitments; some numbers Berlin had written for her were cut, and her big ballad, "Let's Face the Music and Dance," became an Astaire and Rogers duet.⁵ To replace Dunne, RKO cast the big-band singer Harriet Hilliard, who had to dye her blonde hair brown so as not to compete with Rogers.⁵

Production history. Filming ran from 31 October 1935 to 4 January 1936, and Sandrich completed it three days ahead of schedule.¹ According to a March 1936 Pacific Audit and Research Bureau report, Rogers walked out of rehearsals on 18 September 1935, complaining of physical exhaustion and unequal treatment, and through her mother, the acting coach Lela Rogers, demanded a $10,000 bonus and publicity equal to Astaire's as a condition of returning. She came back on 20 September 1935 at a salary of $2,000 per week, $700 more than she had previously earned. The same report listed Astaire's total pay for the production as $60,000 and Berlin's as $75,000 plus a percentage of the film's profits.¹ Harriet Hilliard and Tony Martin made their screen debuts in the film; RKO borrowed Randolph Scott from Paramount and Astrid Allwyn from Fox.¹

The crew included the choreographer Hermes Pan as dance director, Max Steiner as musical director, Vernon L. Walker on photographic effects, Van Nest Polglase as art director, and Bernard Newman for gowns; U.S. Navy Lieutenant Commander Harvey Haislip served as technical adviser.⁴^•³ Astaire began working on the choreography months before filming, with Pan and the pianist-arranger Hal Borne; the comic dance duel "I'm Putting All My Eggs in One Basket" was created to replace a scene in which the stars were to insult each other while practicing a routine.⁵

The dance numbers

Astaire appears in sailor costume rather than his usual top hat and tails, and Rogers, by 1936 coached by Astaire and much improved as a dancer, is given routines designed to show her range. For the ballroom dance contest sequence set to "Let Yourself Go," Hermes Pan recruited skilled non-professional couples from Los Angeles area ballrooms, including the Paloma, and in the editing room Astaire and Rogers, whose routine was filmed separately, were pitted against the best of them.⁴

"Let's Face the Music and Dance." The film's most famous sequence grew out of an accident. Astaire wanted the dance in one long take; on the first attempt he forgot to dodge the sleeves of Rogers' dress after one spin and was hit in the face, nearly knocked out. He completed the take but could barely remember what he had done, and the pair spent the rest of the day filming more than 20 additional takes, none of which worked. The next day, before re-shooting, they watched the first take and realized it was perfect, so it was kept. The dress weighed 25 pounds, and viewers still watch for the moment its sleeve strikes Astaire.⁵^•⁹ A shot-level analysis of the film places the number in a cluster of long takes near the end, with the song itself occupying the final two shots, running 286.0 seconds.¹⁰ The San Francisco Chronicle's critic Mick LaSalle has called the sequence arguably the highlight of the entire Astaire-Rogers partnership, noting that the song's theme of savoring pleasure "before the fiddlers have fled" took on added resonance with World War II approaching.¹¹

Cast notes

The film gave early opportunities to three performers who became better known later. Tony Martin, then an extra, nearly sang "Let's Face the Music and Dance" before the number was given to Astaire, and he left RKO to achieve musical stardom elsewhere. Harriet Hilliard's performance drew little critical enthusiasm, and many television prints cut her two numbers, but she later became famous under her married name, Harriet Nelson. Lucille Ball, in her largest role to date, played a wisecracking dancer; she had been with the studio only a year and had nearly been dropped until Lela Rogers threatened to quit if the studio did not recognize her potential. The film brought Ball her first fan letter, which suggested giving "the tall, gum-chewing blonde more parts." Two decades later Ball bought the RKO lot.⁵

Reception and legacy

Contemporary reviewers commented on RKO's decision to cast Astaire as a "gum-chewing gob" instead of his usual man-about-town, and The New Yorker's 1936 review found Astaire "at his best," though it judged the roughly two-hour film long.¹^•¹² The film was a commercial success: Frank Miller reports it as the team's second-highest grossing film, and a contemporary account notes that both the film and its Astaire songs topped charts on release in 1936.⁵^•¹³ Later assessments have been mixed on the story but consistent on the score and dancing; Rotten Tomatoes records an 83% Tomatometer from 12 reviews and a 77% audience score, and reviewers have described the plot as dull or bland while praising Berlin's songs.¹⁴ Film Comment's retrospective ranking of the ten Astaire-Rogers musicals placed it third, behind Top Hat and Swing Time, calling it Sandrich's "rambunctious and vivacious anti-Top Hat."¹⁵

The film has also drawn scholarly attention: a chapter in The Oxford Handbook of Queer Cinema (2021) by David Lugowski, professor of English and Film Studies at Manhattanville College, examines an all-male dance lesson for partnered sailors in the film using scripts and Production Code Administration records.¹⁶ The film was copyrighted by RKO Radio Pictures on 20 February 1936 (registration LP6186) and passed Production Code Administration review as certificate no. 1801.¹

References

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

Initially written Oct 3, 2026 · Reviewed: Oct 3, 2026; Oct 25, 2026 · Edited: Oct 3, 2026; Oct 25, 2026; Nov 1, 2026 · Last review: Oct 25, 2026

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