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The Friendship of Irving Berlin, Fred Astaire and “Top Hat”

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It’s hard to find a book written about Fred Astaire that doesn’t mention Irving Berlin within the first five pages. During the making of the movie “Top Hat” (1935), Fred Astaire and Irving Berlin met for the first time and formed a close friendship that would last the rest of their lives, and the two would go on to make six more films together.

Fred Astaire from the Library of Congress collection
Fred Astaire from the Library of Congress collection

I think about the dinner parties they must have shared, especially when celebrating their birthdays: Astaire was born on May 10, 1899 and Berlin eleven years earlier on May 11, 1888.

In a “New York Times” interview from November 19, 1977, Irving Berlin cites “Top Hat” as his personal favorite of the many musical scores he has written and sums it up nicely:

“It’s as favorite as I can get,” the 88 year-old songwriter said in a phone conversation the other day. “I love it.  And ‘Top Hat, White Tie and Tails’ is the best of the songs I wrote for the Astaire films.” The mere mention of Mr. Astaire “touches a soft spot,” Mr. Berlin acknowledged. He speaks of the dancer as “my closest and best friend.”

Today, we look back on the film with an essay by Carrie Rickey from “The A List: The National Society of Film Critics’ 100 Essential Films.”

“Top Hat” was added to the Library of Congress National Film Registry in its second year in 1990.

                                                  “TOP HAT” (1935)

                                              Essay by Carrie Rickey

In the context of contemporary music videos where jump cuts punctuate hip-hop rhythms, where lyrics and garb leave little to the imagination and where dance moves simulate sexual gyrations, Fred Astaire and Ginger Rogers may strike some as quaint relics of mummified Victorianism.

Revisit their stylized series of 1930s musicals and you’re spellbound by movies that are, like the standards they introduced, incomparably sinuous and melodic. Astaire and Rogers are the guerrillas of eros, holding the camera hostage and dancing with it in real time.

At the moment when talking pictures were relatively new and synchronization of sound and image was imperfect, shooting a dance number in a single take – as Astaire insisted – was revolutionary. No cheating. Not shooting dances (or body parts) in segments. One of the beauties of their moves is that of whole figures navigating real space. An other beauty: clothes that are suggestively tailored rather than explicit. Likewise the music and lyrics, alternatingly playful and plaintive, (written by the likes of Irving Berlin, the Gershwins, and Cole Porter), all variations on one of life’s Two Big Themes. These would be Seduction and Love, which are a lot more enduring, not to mention universal, than simulated sex.

From flirtation to consummation to transcendence, Astaire and Rogers express the variety of romantic and sexual experience without ever taking their clothes off.

While neither the most rhapsodic of their films (that would be “Swing Time”) nor the giddiest (that would be “Follow the Fleet”), “Top Hat” (1935) is the most iconic. This, the fourth musical of the nine they made together during the 1930s, is the Irving Berlin tunefest in which Astaire, that man about town, and Rogers, that girl next door, become Astairogers, avatars of continental sophistication and romance who dance away Depression woes. (Not bad for vaudeville workaholics respectively born in Omaha, Nebraska, and Independence, Missouri.)

Their RKO colleague Katharine Hepburn famously cracked of the partnership between the insouciant patrician and saucy prole that “she gave him sex and he gave her class.” Well, yes. But just as essential to the irresistible alchemy of Astairogers is how physically and temperamentally the two complement each other. You’d draw him as a straight line; her as a corkscrew curl. His character is unfailingly direct; her characters think the shortest distance between points is around the world. (Or in the case of “Top Hat,” these two Americans on adjacent floors of an English hotel that the shortest distance between them is fly from London to Lido.) Another fundamental of their appeal is how, against some of the most artificial and stylized sets ever imagined, they project a healthy naturalism – like apples in an orchard of candied fruit.

Their “Top Hat” characters are Jerry Travers, a Broadway dancer making his London debut, and Dale Tremont, an American mannequin modeling the diaphanous wares of Beddini (Erik Rhodes), a tony designer. Jerry and Dale travel in society but are not of it, functioning as entertainers to the aristocracy and thus retaining at least a centimeter of ironic distance from the swells who wear dinner clothes in the daytime and who are blissfully untouched by that economic debacle called the Depression. It goes without saying that Jerry and Dale work for a living while the rich play. It also goes without saying that Jerry and Dale have considerably more fun than those top-hatted boulevardiers.

The title number is performed on a theater stage as Astaire/Jerry, a drill sergeant in fancy dress, shoots down a chorus line of similarly clad men who ape his moves. His taps firing like gunshot, Jerry symbolically ridding the field of professional and romantic competition (which presages his elimination of Dale’s other swains).

Musically and narratively, the film is about a guy who imagines himself a lone eagle but who is in fact a lovebird. Ensconced in his producer’s fancy hotel apartment, Jerry sings and dances “No Strings” (“I’m fancy-free/and free for anything fancy”), only to hear from management that he’s disturbed the sleep of Dale, slumbering upon what resembles a white lacquer Ark built for a Moderne Noah. When lovely Dale herself disturbs Jerry’s Terpsichorean reverie, he instantly changes his tune about permanent attachments.

Ginger Rogers and Fred Astaire in one of their most famous dance numbers. Courtesy Library of Congress
Ginger Rogers and Fred Astaire in one of their most famous dance numbers. Library of Congress collection. 

Choreographically, the film opposes Jerry’s unfettered joy in dancing solo with his unexpected ecstasy in dancing duets. The operative metaphor of the duets is romance as force of nature. Jerry pursues the elusive Dale to a park where a sudden storm has the pair seeking refuge under a gazebo. He serenades her with “Isn’t It a Lovely Day to Be Caught in the Rain?” The change in the weather musically and emotionally conveys his change of heart. He explains that lightning and thunder are the effect of a cloud kissing another cloud, generating romantic electricity.

At first she resists his pickup line, and also his two-step. But Astaire and Rogers are lightning and thunder. For every lightning patter of his feet, she responds with a thunderous echo, trying to top him. For minutes they do not touch. But in this-try-and-catch-me duet, he does catch her, sweeping her into his arms, consummating their dance romance.

The weather motif is echoed in “Cheek to Cheek,” the floatiest of all their numbers, but Rogers’s feathered frock, which makes her resemble a cumulus cloud partnered with a lightning bolt.

Astaire and Rogers were among the first to bring eloquent physical movement to moving pictures. To watch “Top Hat” is to know that they remain the greatest.


The views expressed in this essay are those of the author and may not reflect those of the Library of Congress. For more information about the National Film Registry and to nominate films for consideration visit



  1. Irving Berlin was a prolific songwriter, to say the least. But TOP HAT (1935) was a breakthrough work that established him as the embodiment of American music, to paraphrase Jerome Kern’s memorable observation. Perhaps just as important, Berlin found the perfect interpreter of his songs in Fred Astaire. There were, and still are, plenty of singers who are technically superior to Astaire. Dancing was his true talent. But Berlin’s “simple songs” as he called them – “The key to writing a popular song is to keep it simple. Now just try to write a simple song.” Astaire provided a simple and spare vocal style to compliment Berlin’s simple words and music. With respect to TOP HAT, I believe that this film provided the turning point in the development American musical films. Up until 1935, most movie musicals owed more to opera than to dance. The “music” aspect was more in the nature of operatic-like arias. The dancing parts were ensembles rather than by one or two individual dancers. TOP HAT was certainly not the first song-in-dance film, but it was the breakthrough film where its style would dominate musicals from that point on.

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