Swing Time (1936) is often named as the best or most popular musical/romance of dancing duo Ginger Rogers and Fred Astaire (they only made ten films together, nine for RKO Radio Pictures in the 1930s), rivaled only by Top Hat (1935). In their dance series, this feel-good film of the Depression-era has usually been regarded as the one with Ginger Rogers' best, most fluid performance.

The film was also one of director George Stevens' earliest films, his eighth feature film (immediately after directing Katharine Hepburn in Alice Adams (1935) and Barbara Stanwyck in Annie Oakley (1935)). The famous duo's first film Flying Down to Rio (1933) was directed by Thornton Freeland, and their next four by Mark Sandrich - The Gay Divorcee (1934), Roberta (1935), Top Hat (1935) and Follow the Fleet (1936).

The film was the sixth in the series of Astaire-Rogers films, and was more entertaining for its dance numbers than its storyline (a script written by Howard Lindsay and revised by Allen Scott, and based upon an original story by Erwin Gelsey). Their dances were usually filmed with only one or two camera positions or setups in real-time, without alot of editing and cross-cutting. One of the film's working titles was Never Gonna Dance, (the antithesis of Rogers/Astaire films) but was changed to Swing Time to reflect Astaire's interest in making the film "swinging" and contemporary.

Curiously, the film was almost a half-hour finished before the appearance of the first song and/or dance number. As in all Rogers/Astaire films, the non-sensical romantic plot was rather contrived and unbalanced, and was built mostly around a series of wonderfully-choreographed dance numbers, duets, Art Deco sets and songs. As a dancer turned gambler, Astaire was challenged to raise $25,000 to prove to his father-in-law that he could support - and marry his fiancee Betty Furness. Screened during the height of the Depression Era, the film also served an inspirational purpose for the spirits of the country, especially with the song-dance "Pick Yourself Up."

The love scenes between the stars, composed mostly of break-ups and reconciliations, were played out in movement to music. They danced and acted flawlessly together in three duets, expressing various emotional phases of their relationship - attraction and courtship, celebratory happiness of their love, and painful separation:

• the charming and exuberant "Pick Yourself Up"
• the instrumental "Waltz in Swing Time"
• and their final eloquent, anguished dance duet, "Never Gonna Dance" - one of the peak examples of their entire dance partnership.

There were six Jerome Kern tunes in the film, including the exquisite "The Way You Look Tonight" (music by Jerome Kern, lyrics by Dorothy Fields, and sung by Astaire at the piano). Of the film's two nominations, the ballad won the film's sole Oscar - for Best Original Song. [Note: Kern's Best Song victory defeated Cole Porter's classic "I've Got You Under My Skin" from Born to Dance.] Astaire and Rogers also sang another Kern/Fields hit song together: A Fine Romance.

This marvelous picture also featured a vigorous solo by Astaire in 'blackface' (his first and only), "Bojangles of Harlem" (a tribute to great black tap dancer Bill Robinson who was best known for his appearances in Shirley Temple movies). [Note: Astaire appeared with Bing Crosby in Holiday Inn (1942), in which Crosby also did an incredibly-dated 'blackface' number.] The film's only other nomination was for Best Dance Direction (Hermes Pan) - specifically for this number.

Swing Time begins with the very tail-end of a four to five minute vaudeville dance number (including the song "It's Not in the Cards") that was almost entirely cut from the film. John "Lucky" Garnett (Fred Astaire), a tall, slim dancer ("hoofer") is the center tap-dancer in a group of male dancers in the short opening piece in a theatre. Garnett whirls toward the camera, positioned in the wings, as the number finishes. Refusing to take a bow because he is late to his own wedding to a wealthy hometown girl Margaret Watson (Betty Furness), he rushes to his under-the-stage dressing room to change into his formal wedding costume. He tells his aging friend Dr. Edward "Pop" Cardetti (Victor Moore) that he is leaving the show-business stage for a career as a professional gambler, with an appetite for cards and dice:

My talent is gambling, Pop. Hoofing is all right, but there's no future in it. I want to spread out.

The other male dancers in the troupe, who feel that his marriage and departure will interfere with their careers, conspire to stall and waylay him by stealing his pants. Meanwhile, at the wedding scene at Margaret's house, the anxious bride is wearing a gauzy chiffon gown with puffy sleeves and a veil on her tiara. Her bridesmaids have swooping hats with long, trailing ribbons, and their gowns have strips of thick trim on the sleeves and skirts. The fiancee's father Judge Watson (Landers Stevens, the director's own father) is irate that Lucky is already an hour late - he expected as much from his prospective son-in-law: "...it's all very much as I expected."

A copy of Squire - A Man's Magazine is opened on a table in the backstage dressing room. One of the troupe dancers draws cuffs on the pants in the featured illustration of formal attire. With the magazine as proof, they convince Lucky that his formal trousers for the wedding ("last year's trousers") should be sent out and have cuffs put on them. Wanting to be fashionable with the latest styles of cuffed pants, Lucky complies with their ruse to alter his pants and waits in his dressing gown while throwing dice with his buddies. Pop takes Lucky's pants to a disbelieving tailor:

Tailor: As long as I am living, and longer, I have never seen cuffs on pants like these!
Pop: What's the matter? Can't you make 'em?
Tailor: I can make anything but I would rather not be wrong than right.
Pop: Well, I'm payin' for cuffs and I want cuffs!

Because Garnett is an hour and twenty-five minutes late and the guests are going home, Judge Watson calls off the wedding by phone to a person he believes is Lucky: "...I'm the happiest man in the world because the wedding is off. And furthermore, if you ever come to this house again, I'll break every bone in your body. Do you understand that?"

When Garnett arrives hours late for his own wedding, he waits expectantly at the front door. When the maid warily opens the door and is shocked to see him, he learns that all the guests have already gone. He hears the menacing voice of Mr. Watson bemoaning the failed marriage with his daughter: "We'll be the laughing-stock of this whole town." Even the family's white poodle barks and black cat hisses at him. The patriarchal portrait above the mantle comically shows disdain. Mr. Watson disapprovingly threatens the inconsiderate dandy and ne'er-do-well:

Mr. Watson: I wouldn't let you marry her for ten thousand dollars.
Lucky: How about twenty?
Mr. Watson: Not for twenty thousand.
Lucky: Twenty-five?
Mr. Watson: Not for twenty-five...Say young man, where could you get twenty-five thousand dollars? By dancing? And there's another thing. Coming back to your own hometown in a dancing act!
Lucky: I'm going into a new business. Only this afternoon, I made two hundred dollars...Yes, that's why I was late for the wedding.

Suddenly, after learning that his future "son" may have promise, Garnett's prospective father-in-law pumps his hand and proposes a deal: if he can demonstrate and prove his money-making abilities (and his ability to support a wife) and "character" by going to the big city (New York), working hard at his business, and being successful (earning $25,000), he can return and ask for Margaret's hand in marriage: "And in all probability, I'll be very happy to give her to you." She takes his arm in hers, while the dog paws at his leg and the cat rubs against his trousers. Even the portrait smiles down on them.

Still in his formal morning dress with striped pants, top hat, long swallow-tailed coat, white vest and spats, Lucky approaches the ticket window of the train station to purchase a ticket to New York, but his buddies collect on their former bet about his marriage not occurring and take all his money. So without a ticket, the penniless, formally-attired ex-dancer hops a freight train to the city to seek his fortune - with only his "lucky quarter." He hangs from the side of the box-car, clinging with one hand, as his faithful sidekick Pop runs alongside to tag along. [A timely, yet satirical image of the Depression years.] After accidentally dumping the entire contents of his pal's suitcase on the side of the tracks, Pop climbs up and emerges over the side of the freight car with only his toothbrush: "Here's your toothbrush."

They arrive in New York penniless (except for his good-luck quarter) and without any possessions. Together, they stroll down Park Avenue, with Lucky looking prosperous in his morning clothes - in reality, he's a bum in gentleman's disguise. Desperate for a cigarette, Pop tries to purchase smokes from a cigarette vending machine (that is positioned between a street-level subway entrance and a newstand) with a white button from his coat substituting for a coin. As he struggles with the machine, a pretty young, platinum-blonde woman Penelope "Penny" Carrol (Ginger Rogers) - her arms filled with packages and wearing a plaid cape and a dark fez - emerges from the subway. She observes that Pop's down-on-his-luck tactics won't work: "I'm afraid that won't work, not unless you have a needle and thread." Lucky asks her for change for his "lucky quarter" and she complies. When they bang on the machine, packs of cigarettes and dozens of coins spill out - a veritable jackpot.

When Lucky rushes after the self-respecting woman to get back his "lucky" quarter, he politely removes his hat, and follows her across a pedestrian cross-walk while trying to explain.

Lucky: You probably think I'm silly.
Penny: Yes, I'm afraid I do.

Thinking he is using the incident to strike up an acquaintance, she strides forward and bumps into someone else and drops her packages and purse to the ground. Pop picks up the purse and tries to swap quarters, but Lucky unintentionally grabs the purse away from him before he finishes the switch. When she looks in her purse, she finds the quarter missing and holds out her hand: "All right, give it back." When he feigns innocence in the altercation, she accuses him of theft and summons a nearby policeman (Edgar Dearing):

Cop: Now Miss, does he look like a man who'd go around stealing quarters?
Lucky: That's just what I said to the little lady.
Pop: Imagine...
Penny: I don't care what you happen to think he looks like. I know he stole my quarter.

The disbelieving cop doesn't consider that the impeccably-attired gentleman is capable of theft and advises Penny to "run along" or she will be charged with "disturbing the peace." As Penny leaves, already late for work, she defensively turns toward the biased policeman (who later calls her a "screwy dame") and spits out: "Why you - you Cossack!" Pop responds angrily to the cop as he walks off, although his words are drowned out by the honking of a car and inaudible to the viewing audience. [Note: his lips can be read saying something like: "Motherf--king son-of-a-bitch" - a line which would have been censored under any other conditions.] When the cop turns and asks what he said, Pop replies: "Look out for the great big ditch."

Feeling apologetic toward the wronged young city woman, Lucky pursues her into her place of professional employment to return the accidentally purloined quarter - the Gordon's Dancing Academy (whose motto on the building's placard reads: "TO KNOW HOW TO DANCE IS TO KNOW HOW TO CONTROL YOURSELF").

Penny marches into the studio, an Arthur-Murray style dance school managed by an over-solicitious dance master Mr. Gordon (Eric Blore), where she greets the other female dance teachers: "Hello, kids." She carries on a wise-cracking conversation with her friend Mabel Anderson (Helen Broderick), the academy's receptionist:

Penny: Is that you, Mabel?
Mabel: I don't know. Tell me. Is it?
Penny: Kind of sounds like it.
Mabel: Well, that's a load off my mind. I'm never sure these days.

Inside the studio, Mabel offers Lucky a free trial dance lesson as enticement to enroll in a full $45 training course, "to see if the prospective student has any real aptitude. That's why our school is so successful. We never refuse the forty-five dollars." Lucky is amused that the blonde, pictured on the wall, is one of the Academy's dance instructors ("one of our best"), and he chooses her to teach him. Lucky peers from behind Mr. Gordon's wide figure as he is introduced to Penny - she is furious, irritated and annoyed that he has followed her and demands a dance lesson from her:

Mr. Gordon: Mr. Garnett is very anxious to learn how to dance.
Penny: Oh, so you would always be stepping on other people's toes....
Mr. Gordon: (to Lucky) What kind of dancing would you like to learn?
Lucky: Uhmm, what kind have you got?
Penny: Sap.
Lucky: Sap dancing?
Mr. Gordon: (incredulously) Oh, no, no, no, no, she means tap dancing, yes.

Lucky selects a "little of each" style of dance - tap dancing, ballroom dancing, or aesthetic dancing, preferring "whichever takes the longest." At the start of the lesson, she begrudgingly suggests: "You must learn to walk first. Now start with your right foot, please." He deliberately and sadistically steps out with his left foot to heighten her irritation and annoyance with him. And he pretends to be clumsy, graceless, and uncoordinated - a very poor dance pupil. As they pace out steps back and forth on the dance floor, he walks awkwardly on the sides of his feet. She speaks out of the side of her mouth at him: "If you don't get out of here, I'm going to lose my temper." He slips and slides around and ends up falling on the floor as she tries to teach him how to hop-step and turn with a partner - with three hops to the right, three hops to the left, and then a turn: "One, two, three, one, two, three, turn." She resolutely resists teaching her inept pupil any further:

I can't teach you anything.

In song, Lucky (from the floor) pleads with her for more lessons: "Please teacher, teach me something. Nice teacher, teach me something. I'm as awkward as a camel. That's not the worst. My two feet haven't met yet, but I'll be teacher's pet yet. 'Cause I'm gonna learn to dance or burst." She replies with the film's first song: "Pick Yourself Up":

Nothing's impossible I have found, When my chin is on the ground,
I pick myself up, dust myself off, start all over again.
Don't lose your confidence if you slip, be grateful for a pleasant trip,
And pick yourself up, dust yourself off, start all over again.
Work like a soul inspired, till the battle of the day is won
You may be sick and tired, but to be a man, my son.
Will you remember the famous men, who had to fall to rise again
So Take a Deep Breath, Pick Yourself Up, Dust Yourself Off, Start All Over Again...

They resume the lesson after she encourages him to pick himself up, and he tries the steps again: "Now, remember, three steps to the left, three steps to the right, and turn." They both slip and collapse in a jumble on the floor, and she insults him by regarding his cloddishness as hopeless and unteachable - unfortunately within the hearing of the proprietor Mr. Gordon:

Listen, no one could teach you to dance in a million years. Take my advice and save your money.

[Note: A clever in-joke: Fred Astaire was never taught to dance -- he was completely self-taught and improvisational.]

She is summarily fired ("discharged") by the outraged manager for being at fault and for losing a potential customer, but Lucky defends her ("She's the most wonderful little teacher I've ever heard of") and saves her job by demonstrating what he has really just been "taught."

With a dazzling, awe-inspiring, intricate tap dancing barrage, he astonishes both of them. And then, to the tune of "Pick Yourself Up," he takes a bewildered Penny in his arms for a playful duet on the circular, bare practice dance floor surrounded by a low railing. They begin with a repeat of the three hop-steps that Penny had taught him, and then improvise by scampering around the dance floor in unison, and adding more complicated steps, while expressing their joy and glee at each other's perfectly-syncopated abilities. The entire dance, as with most of Astaire's productions, is filmed with the full figures of each energetic dancer in constant view, rarely interspersed with closeups or cut-away editing to interrupt the movement. As they dance up a storm, Penny is in black high heels and often hikes up her long black dress with a white collar.

As the tempo increases, the two swing and twirl - and effortlessly leap back and forth over the railing - and then hurl themselves over the opposite railing and stroll casually toward the door. He woos and wins her by the familiar tactic of dancing his way into her heart.