Carefree is a 1938 American musical romantic comedy film directed by Mark Sandrich and starring Fred Astaire, Ginger Rogers, and Ralph Bellamy. The film has a plot similar to popular comedies of that time and is the shortest Astaire-Rogers film, with only four musical numbers. Carefree is remembered for a long on-screen kiss between Astaire and Rogers at the end of their dance to "I Used to Be Color Blind," which was longer than the brief kisses or implied kisses in earlier films.

Carefree marked the return of Astaire and Rogers after a short break following their previous film, Shall We Dance, and six other RKO films. The next film in the series, The Story of Vernon and Irene Castle (1939), was their final RKO film together. However, they reunited in 1949 for MGM's The Barkleys of Broadway.

Plot

Stephen Arden asks his friend, psychiatrist Dr. Tony Flagg, to analyze his fiancée, radio singer Amanda Cooper, who has ended their engagement for the third time. Tony agrees reluctantly and records his initial thoughts about Amanda into a dictaphone before meeting her. He describes her as "dizzy, silly, and not well adjusted, unable to make decisions." Tony then invites Amanda into his office and leaves quickly, leaving her alone. While waiting, Amanda accidentally hears Tony's recording, which upsets her. When Tony returns, he explains the basics of psychoanalysis to Amanda, but she refuses to listen and leaves, confusing Tony.

The next day, Stephen takes Tony to a country club to continue the analysis. Later, Amanda tells Tony she was upset after hearing his recording, and Tony apologizes. To understand Amanda’s fear of commitment, Tony plans to explore her subconscious and interpret her dreams. Since Amanda claims she does not dream, Tony asks her to eat unusual food combinations to encourage dreaming. That night, Amanda dreams of dancing with Tony and kissing him.

The next day, Amanda is too embarrassed to share her dream with Tony and instead invents a complicated recurring nightmare in which she is both Little Red Riding Hood and the Big Bad Wolf, chased by squirrels. Tony believes he has discovered a rare case of emotional problems and gives Amanda an anesthetic to reduce her inhibitions. When Tony leaves, Stephen enters and reminds Amanda she must perform on a radio show soon, unaware she is under the anesthetic. The drugged Amanda breaks a window, insults the radio show sponsor, and kicks a police officer.

Later that evening, Amanda tells her aunt Cora she loves Tony. Cora joins Amanda for dinner with Tony, Stephen, and Judge Joe Travers. When Amanda tries to end her engagement with Stephen, he misunderstands and thinks she has agreed to marry him. Stephen proudly announces his engagement to others, thanking Tony. Amanda then asks Tony for a dance and confesses her love for him.

The next day, Tony hypnotizes Amanda to believe she wants to marry Stephen and that men like Tony "should be shot down like dogs." Tony later realizes he loves Amanda but finds her missing. Still hypnotized, Amanda arrives at the country club where Stephen is shooting skeet with Judge Travers. When Tony arrives, Amanda grabs a shotgun and shoots at him until Tony breaks her trance. After explaining the situation to Stephen, including his feelings for Amanda, Stephen accuses Tony of trying to steal his fiancée and convinces Judge Travers to stop Tony from seeing Amanda. Tony tries to re-hypnotize Amanda at her engagement party but is stopped by Stephen.

On Amanda and Stephen’s wedding day, Tony and his assistant Connors, with help from Cora, sneak into the ceremony. Tony plans to knock Amanda unconscious to hypnotize her but cannot do it when he sees her. Stephen enters and accidentally knocks Amanda out instead of Tony. While Cora and Connors hold Stephen back, Tony tells an unconscious Amanda he loves her. Amanda, with a black eye, walks down the aisle with Tony.

Production

The film Carefree was produced from April 14 to 15, 1938 (Astaire's golfing dance), and from May 9 to July 21. Location filming took place at the Columbia Ranch in Burbank, California, and at Busch Gardens in Pasadena, California. RKO borrowed Ralph Bellamy from Columbia Pictures for this film.

The "I Used to Be Color Blind" scene was originally planned to be in Technicolor, while the rest of the film was in black-and-white. However, the final version of the film is entirely in black-and-white.

Astaire disliked romantic scenes that were overly emotional and preferred that romantic moments between him and Rogers occur only during their dance sequences. Due to rumors that Astaire's wife would not allow him to kiss onscreen or that Astaire and Rogers did not get along, Astaire agreed to a long kiss at the end of "I Used to Be Color Blind," saying it was to "make up for all the kisses I had not given Ginger for all those years."

Another scene removed from the final film was one in which Astaire attempts to analyze a patient who was easily distracted, played by Grace Hayle. This scene was not included in the released version.

The film was released in the United States on September 2, 1938. The previous Astaire–Rogers film, Shall We Dance, was released in May 1937. The 16-month gap between the two films was the longest between the duo's films up to that time.

Songs

The music for the film Carefree was written entirely by Irving Berlin. Except for the song "Change Partners," which he had previously written for Fred Astaire and Ginger Rogers, Berlin composed all the songs in a short time while on vacation in Phoenix, Arizona. Many uncredited musicians helped arrange the music, including Broadway composer Robert Russell Bennett and future MGM music director Conrad Salinger.

As usual, Fred Astaire was responsible for the choreography, working closely with his main collaborator, Hermes Pan. The choreography for Carefree included more lifts than usual, as it was being prepared for The Story of Vernon and Irene Castle (1939), the Astaire–Rogers film that was scheduled to be made next.

• "Since They Turned 'Loch Lomond' into Swing" – Fred Astaire came up with the idea of hitting golf balls during this number. He practiced for two weeks before filming, which took place three weeks before the rest of the movie. The scene was created by combining several different recordings, a process that was unusual for Astaire, who typically preferred to film dance numbers in one continuous take.
• "I Used to Be Color Blind" – The dance for this number was filmed at four times the usual speed to create a slow-motion effect when played at normal speed.
• "The Night Is Filled with Music" (instrumental) – RKO originally hired Ray Hendricks to sing this song, but it was later removed from the film and only remained as an instrumental version.
• "The Yam" – Fred Astaire reportedly believed the song was silly and refused to sing it, so Ginger Rogers performed it alone. However, the two danced together after the vocal section. Astaire did record the song and "The Yam Step" with Ray Noble and His Orchestra in 1938, including additional lyrics not used in the film. That recording also included a B-side with comedic dialogue and instructions for the dance steps.
• "Change Partners" – This was the only song from Carefree to be recognized outside the film. It was nominated for an Academy Award.

Reception

The film earned $1,113,000 in the United States and Canada and $618,000 in other countries. However, records from RKO show that the studio still lost $68,000 from the film.

Carefree received mixed reviews when it was released. Motion Picture Herald critic William R. Weaver praised it, calling it "the greatest Astaire–Rogers picture."

Carefree was nominated for three awards at the 11th Academy Awards: Best Art Direction (Van Nest Polglase), Best Music (Scoring) (Victor Baravalle), and Best Music (Song) for "Change Partners," written by Irving Berlin.