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Harriet Hilliard and Tony Martin made their screen debuts in this film. RKO borrowed Randolph Scott from Paramount and Astrid Allwyn from Fox for the production. According to a March 1936 Pacific Audit and Research Bureau (PARB) report on the film, Rogers walked out on the production rehearsals on September 18, 1935, complaining of physical exhaustion and unequal treatment. Through her mother Lela, Rogers demanded a $10,000 bonus and publicity equal to Astaire's as condition for her return. On September 20, 1935, Rogers returned to rehearsals, having secured a $2,000 per week salary, $700 more per week than she had previously earned. Astaire was paid a total of $60,000 for the production, according to the PARB report, which also listed Irving Berlin's salary as $75,000 plus a percentage of the film's profits. A Hollywood Reporter news item announced that director Mark Sandrich completed filming three days ahead of schedule. According to the PARB report, Rogers shot her own 16mm "miniature version" of the picture during the production. The PARB report also notes that, in mid-December 1935, Lew Lipton was hired for "special comedy scenes and working on the set." Lipton is credited in Screen Achievements Bulletin records as a "contributor to dialog." Hollywood Reporter production charts, the PARB report and news items add the following actors to the cast list: Thelma Leeds, Connie Bergen, Jerry Larkin, Kitty McHugh, David Preston, Frank Sully, Jean Acker, Billy Dooley, Max Wagner, Blanca Vischer, and Patsy Boyle. Their participation in the final film has not been confirmed. Contemporary reviewers commented on RKO's decision to cast Astaire in a "gum-chewing gob" part instead of his more typical debonaire dancer role. In this film, Rogers performs her only solo tap dancing number of the Astaire-Rogers RKO series.
In his autobiography, Astaire describes problems that he and Rogers had with Rogers' costume in the "Let's Face the Music and Dance" number: "In this number, Ginger came up with a beaded gown which was surely designed for anything but dancing. I saw it before shooting of the number started, and I tried a few steps with Ginger. It was a good-looking dress but very heavy, I thought-one solid mass of beads. Ginger said it would work fine, and I, in an absent-minded moment, agreed that it would be all right. The dress had heavy beaded sleeves that hung down from the wrists, which I hadn't bargained for. When Ginger did a quick turn, the sleeves, which must have weighed a few pounds each, would fly, necessitating a quick dodge by me....When shooting of the number started, things went smoothly in the first take for about fifteen seconds. Then Ginger gave out with some special kind of a twist and I got the flying sleeve smack on the jaw and partly in the eye. I kept on dancing, although somewhat maimed. We had designed the number as a four-minute dance to be shot in one piece with no cuts, and we came to the end of it with me still in a daze....I asked for another take, which everybody agreed upon....From then on I kept ducking and dodging that sleeve, and we couldn't get one take all through that pleased us, so we went on until about eight o'clock that night, still trying, and finally gave up, prepared to continue the next day on the same number....Next morning we went in to see the rushes of the film and the No. 1 take was perfect." Astaire also mentions a scene that he played with Randolph Scott in which he was supposed to deliver a stage punch to Scott's jaw but accidentally slugged him for real and drew blood.
Modern sources give the following additional information about the production: At the urging of studio efficiency experts, Sandrich prepared a color-coded chart from the shooting script, which provided a break-down of each scene in terms of its components-music, singing, acting, dancing, inserts, etc. Sandrich timed each scene according to his chart and estimated that the entire film would run 97 minutes, with slightly over a quarter of that running time being taken up by the numbers. Two Berlin songs-"Moonlight Maneuvers" and "There's a Smile on My Face"-were discarded from the score before filming. An early draft of the screenplay indicated that "Moonlight Maneuvers" was to be a production number for Rogers and the chorus during the final show-within-the-film. In addition, when RKO was negotiating for Irene Dunne to play "Connie," "Let's Face the Music and Dance" was assigned to that role. After Dunne was eliminated from the cast, RKO considered giving the song to Tony Martin. "There's a Smile on My Face" also was dropped as a song for "Connie" after "Get Thee Behind Me, Satan" was moved from Top Hat. In the "I'm Putting All My Eggs in Basket" number, Astaire allowed the camera to cut to a medium shot for the first and only time in the Astaire-Rogers' series. (All of his previous numbers were done in long shots so that the whole body could be seen.) For the dance contest scene, RKO held a series of actual contests in Los Angeles area ballrooms and recruited the various winners to appear in the film. The two dancers who acted as Rogers and Astaire's final competitors were an eighteen-year-old dishwasher and a twenty-year-old stenographer. Their dancing was filmed separately from Astaire and Rogers' dancing. Harvey S. Haislip, who acted as the film's technical advisor, appears in one of the later scenes as Astaire's commanding officer. Although Lucille Ball, an RKO contract player, had only a small part in the film, one impressed member of a preview audience suggested to the studio surveyors that she be given more parts in future RKO films. Riding on the success of Top Hat, Follow the Fleet became the second top grossing Astaire-Rogers' picture.
RKO released an edited version of Follow the Fleet in 1953. Three numbers, "Get Thee Behind Me, Satan," "Here Am I, But Where Are You?" and "I'm Putting All My Eggs in One Basket" were cut from this version. Modern sources add Don Jahraus (Miniatures) and Mel Berns (Makeup artist) to the crew, and James Pierce (Bouncer), Gertrude Short (Paradise cashier), George Magrill (Quartermaster) and Dorothy Fleisman and Bob Cromer (Contest dancers) to the cast. In addition, modern sources give the above-credited cast members the following character names: Huntley Gordon (Touring officer) and Herbert Rawlinson (Webber). Hubert Osborne's play was first filmed in 1925 by Inspiration Pictures. Richard Barthelmess and Dorothy Mackaill starred in and John S. Robertson directed this silent film called Shore Leave. In 1930, Luther Reed directed Jack Oakie in RKO's Hit the Deck, a musical that was based in part on Osborne's play (see AFI Catalog of Feature Films, 1921-30; F2.5014 and F2.2540). (M-G-M remade Hit the Deck in 1956. Tony Martin played one of the leads in this remake.) For more information regarding RKO's series of Astaire-Rogers films, for Top Hat.