Lucille Ball appears in a bit part as the flower shop clerk in Top Hat. Then merely a contract player with RKO, Ball would later own the studio after her success as a top TV star of the 1950s and 60s.

Italian officials were highly offended by Erik Rhodes' caricature of the dress designer Beddini, and for a time Top Hat and The Gay Divorcee (1934), in which Rhodes played a similar character, were banned in Italy.

Erik Rhodes' line about the motto of the House of Beddini ­ "For the women the kiss, for the men the sword" ­ was originally supposed to have been "For the men the sword, for the women the whip." It was changed after Hays Office censors objected.

Eric Blore, Erik Rhodes and Edward Everett Horton were all featured in the documentary film The Celluloid Closet (1995) as examples of the kind of "coded" homosexual who often appeared as comic supporting characters. Regarding Rhodes' character in Top Hat, the Hays Office warned RKO "to avoid any idea of his being 'pansy' in character." Oddly enough, the censors didn't raise objections to the relationship between Rogers and Rhodes in the film, which was rather freewheeling for its time. Reviewing the film in England, Graham Greene was delighted British censors hadn't noticed the movie was "quite earnestly bawdy."

Horton made his stage debut in a drag role while a student at Columbia University.

Irving Berlin contributed songs to six Fred Astaire movies, more than any other composer. "He's a real inspiration for a writer. I'd never have written Top Hat without him. He makes you feel secure," Berlin said of the man he called his "closest and best friend." Although Astaire had danced to Berlin tunes as early as 1915, the two did not meet until they began work on Top Hat.

Early drafts of the script called for additional songs by Irving Berlin, but they weren't used in the final version. One of these songs, "Get Thee Behind Me Satan" (intended for Ginger Rogers) was used in the next Astaire-Rogers picture, Follow the Fleet (1936), but it was sung by Harriet Hilliard who married bandleader Ozzie Nelson and formed the radio and TV duo "Ozzie and Harriet".

According to scriptwriter Allan Scott, it was on the set of this film that Berlin serenaded the cast and crew with a song he was working on and which Scott described as "wonderful" but unusable for the story. It turned out to be perhaps Berlin's best-loved and most popular song, "White Christmas."

In the 1930 Ziegfeld Follies stage show Smiles, Astaire performed a number called "Say, Young Man of Manhattan" (coincidentally also the title, without the "Say," of the first feature film in which Rogers had a substantial part in 1930). The number featured Astaire dancing in a Top Hat in front of a line of top-hatted men; he then shoots them down one by one with his cane. The show was a flop, but Astaire liked the routine so much, he wanted to try it in movies. It was revived for Irving Berlin's rhythmically inventive title tune in Top Hat.

The script originally called for Astaire to spirit Rogers away on a carriage ride to the zoo. Berlin heard a dialogue exchange between the two (Astaire: "Isn't it a lovely day?" Rogers: "To be caught in the rain.") and decided to base a song on the lyrics. The scene was then changed to a gazebo in Hyde Park with the two creating one of their most memorable routines during a downpour.

Berlin could not read or write music notation. He picked out tunes in his head on a specially built piano that transposed keys automatically, and he had to depend on others, such as the five music arrangers employed on this picture, to put his songs down on paper.

According to Ginger Rogers, the song "The Piccolino" was originally intended to be sung by Astaire, but she claimed that when he heard it he told producer Pandro Berman, "I hate that song, give it to Ginger."

The dress Rogers wears in "The Piccolino" number was given to the Smithsonian Institution in May 1984.

In her autobiography Ginger, My Story (Harper Collins, 1991), Rogers said her agent, Leland Hayward, arranged for her to record songs from Top Hat for Decca records, which she agreed to with the stipulation she could have the recordings destroyed if she didn't like them. Although Decca begrudgingly agreed to honor her wishes when Rogers decided she didn't approve of the quality of the final takes, she found out later the masters had been shipped to England and released there on another label.

Screenwriter Dwight Taylor was the son of occasional silent-film actress and stage star Laurette Taylor (who originated the role of Amanda in Tennessee Williams' play The Glass Menagerie) and playwright/producer Charles Taylor. Noel Coward is said to have based characters in his comic play Hay Fever on Laurette Taylor, her second husband, playwright J. Hartley Manners, and Dwight Taylor, who is depicted as the messy young dilettante Simon Bliss. Dwight had a long and fruitful career, following up this project with the script for the Astaire-Rogers film Follow the Fleet (1936) and thirty years later scripting episodes of the camp TV series Batman.

Comic actress Helen Broderick started in vaudeville with her husband Lester Crawford. Their son was actor Broderick Crawford, Academy Award winner for Best Actor in All the King's Men (1949).

Choreographer Hermes Pan worked with Fred Astaire on 17 pictures altogether, including all ten of the films Astaire made with Ginger Rogers. Pandro Berman produced seven of the nine films Astaire and Rogers made at RKO. Mark Sandrich directed five Astaire-Rogers pictures which many feel are their best efforts: The Gay Divorcee (1934), Follow the Fleet (1936), Shall We Dance (1937), Carefree (1938), and Top Hat. He also helmed the Fred Astaire-Bing Crosby-Irving Berlin musical Holiday Inn (1942), which introduced the song "White Christmas." His promising career was cut short at the age of 44 by his death of a heart attack in 1945, nine days into the filming of another Astaire-Crosby-Berlin film, Blue Skies (1946). He was the father of noted TV director Jay Sandrich.

Famous Quotes from TOP HAT

Jerry (Fred Astaire): "I think I feel an attack coming on. There's only one thing that can stop me."
Dale (Ginger Rogers): "Why, you must tell me what it is!"
Jerry: "My nurses always put their arms around me."

Dale: "I dropped up from the room below where I've been trying to get some sleep!"
Jerry: "Oh, I'm sorry- I didn't realize I was disturbing you. You see, every once in a while I suddenly find myself...dancing."
Dale: "Oh. I suppose it's some kind of an affliction."

Compiled by Rob Nixon