powered by AFI
The working titles of this film were Watch Your Step, which also was the title of the screen story, and Stepping Toes. Modern sources also list On Your Ballet, Stepping Stones, Stepping High, Round the Town, Dance with Me, Let's Dance and Twinkle, Twinkle as other working titles. The production, which according to a Hollywood Reporter news item, required 300 hours of rehearsal, was the seventh film in which Rogers and Astaire appeared together. Rehearsals began in November 1936. Shall We Dance was the first film that George and Ira Gershwin worked on with Astaire, and only the second film for which the brothers had composed music. The Gershwins wrote the music for two of Astaire's broadway shows, Lady, Be Good! and Funny Face, as well as composing for Girl Crazy, a Broadway musical that starred Rogers. Their song "They Can't Take That Away from Me" was nominated for an Academy Award for Best Song but lost to "Sweet Leilani" from Paramount's Waikiki Wedding. Hollywood Reporter production charts and news items add Abe Reynolds to the cast list, but his participation in the final film has not been confirmed. RKO production files indicate that Margot Grahame was originally cast in the role of Lady Tarrington, but was subsequently replaced by Ketti Gallian. Modern sources add to the cast George Magrill (Room steward), Jean de Briac and Pauline Garon. In addition, modern sources complete the above list of players with the following character names: Emma Young (Tai) and Sherwood Bailey (Newsboy). Modern source crew credits include Robert Russell Bennett (Orchestrator); John Miehle (Still photographer) and Edith Clark (Wardrobe attendant).
Modern sources give the following information about the production: At the time of his hiring, George Gershwin, who had recently written the opera Porgy and Bess and had suffered a series of Broadway flops, was deemed by the industry to be "highbrow" and uncommercial. Consequently, his deal with RKO, which paid him $55,000 for Shall We Dance and included an option for a second film at $70,000, earned him considerably less than Irving Berlin and Jerome Kern made for similar work on previous Astaire-Rogers films. The Gershwins began composing music for the film months before production began, and the script was written to some extent around the songs. (The film's premise was reportedly inspired by the Richard Rodgers-Lorenz Hart hit Broadway show On Your Toes, a story about an American revue dancer and a Russian ballet company, which the composers originally had imagined as an Astaire vehicle. The play was filmed in 1939, but without Astaire [see entry above]). Because of the fundamental set-up of the film's story, the script encountered immediate censorship problems with the PCA. Joseph I. Breen, the director of the PCA, said of the script: "The attempt to make comedy out the suggestion-even though such suggestion is quite untrue-of an unmarried woman who is pregnant, is, in our judgment, highly offensive." Many deletions were ordered by Breen, who also admonished RKO to be careful not to expose any "intimate" parts of the dancers' bodies, particularly breasts.
Hal Borne's piano arrangements were used by orchestrator Robert Russell Bennett as the basis for the score's orchestration. One song composed for the film, "Hi-Ho," which was to be used at the film's opening, was dropped from the score because shooting it according to the Gershwins' scheme would have cost the studio $55,000. ("Hi-Ho" was not published until 1967.) Another song, "Wake Up, Brother, and Dance," was eliminated from the score to make room for the title song but re-surfaced years later in altered form as "Sophia" in Billy Wilder's 1964 film Kiss Me, Stupid. In November 1936, George Gershwin wrote of his efforts on 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, is credited with coming up the "right phrase," and the Gershwins proceeded to complete "Shall We Dance?" (the question mark was eventually deleted) in the spring of 1937.
Producer Pandro S. Berman, who expected the Gershwins to create "six hits" for the film, wanted the highly respected George Balanchine (who had choreographed sequences in On Your Toes) to choreograph the musical numbers. Balanchine expressed interest in the project, but prior commitments to the Metropolitan Opera prohibited him from accepting the assignment. Director Sandrich tried to hire Russian choreographer Leonide Massine for the ballet sequences, but Harry Losee was flown in from New York and, in spite of his background in modern dance, was assigned to the ballet sequences. Hermes Pan assisted Astaire on the show dancing. The complicated roller skating routine that accompanies "Let's Call the Whole Thing Off" required thirty-two hours of preparation and took four days to shoot. Astaire and Rogers skated for an estimated eighty miles. Because the routine was especially difficult, Astaire declined to shoot it according to his "single-shot" rule (see Top Hat for further information). The skating sound effects were dubbed and inserted after shooting. According to Hermes Pan, Astaire got the idea for the choreography for the "Slap That Bass" number, in which Astaire dances around the ocean liner's boiler room, playing off the machinery, from a cement mixer he and Pan passed on the RKO lot. In spite of Berman's desires for hit songs and a hit movie to counter the relatively poor box office showing of Swing Time, Shall We Dance made only $413,000 in profits, while the Gershwins' songs failed to catch on with public until many years later.