My reason for rating it very slightly behind the other two films is the slightly weaker supporting cast and the fact that the humor is a tad less humorous. The dance numbers, however, are extraordinary, with at least two of them belonging in the Fred and Ginger Hall of Fame for their finest moments dancing together. These two numbers are the marvelously funny "Pick Yourself Up" and the marvelously dramatic "Never Gonna Dance." Luckily, this isn't the extent of the musical's treasures. There are two other great dance numbers and two marvelous songs that do not feature any dancing. The latter includes Fred's marvelous homage to Bill "Bojangles" Robinson, "Bojangles of Harlem," which Fred does in blackface and which just might be the only non-demeaning use of blackface in a 1930s film. Not only is it not demeaning, it is a powerful homage to the man regarded by his peers as the finest tap dancer of the early 20th century. Fred and Ginger also perform the "Waltz in Swing Time." The two songs are among the greatest pure songs appearing in any of Fred and Ginger's films. "The Way You Look Tonight" (which won the Oscar for Jerome Kern and Dorothy Fields that year) features Fred playing the piano (yes, he really did his own playing) and singing while Ginger shampoos her hair (originally they were going to have her cleaning an oven, coming out mesmerized by Fred's singing, covered in grease, but it was decided the look didn't achieve the desired effect). And later Fred and Ginger sing perhaps their greatest comic song, "Let's Call the Whole Thing Off."

As good as all the musical numbers are, however, the high point of the movie is the utterly amazing "Never Gonna Dance," in which Fred declares that if she leaves him to marry someone else, he will never dance again. The number is incredibly powerful with Fred first singing his intentions, and then luring Ginger into one last dance together. The number was exceptionally difficult to film, owing to a double staircase on each side of the set. The two had to dance upon it to time their arrival at the same precise moment. But for take after take, they kept arriving at slightly different moments. Unfortunately, Ginger's shoes were a bit too small, with the result that she cut her feet pretty badly during the forty odd takes. The result was worth it. The dance ranks with "Night and Day," "Let's Face the Music and Dance," and "Cheek to Cheek" as their greatest romantic dance number.

Although the supporting cast and the humor is not quite at the same level as TOP HAT and THE GAY DIVORCEE, this is nonetheless a fine movie apart from the music. While I would still recommend those other two films above this one, I would recommend that anyone with the tiniest bit of interest in great musicals see all three, as well as catching the dance numbers of FOLLOW THE FLEET.