
via: http://www.tcm.com/tcmdb/title/2785/Follow-the-Fleet/#tcmarcp-172408-172407 Unless otherwise noted, all images are my own.
Follow the Fleet (1936) was Ginger Rogers and Fred Astaire‘s fifth film together. By the time they made this movie, they’d appeared in Flying Down to Rio (1933), The Gay Divorcee (1934) (their first film together as romantic leads), Roberta (1935) and Top Hat (1935).
These Astaire-Rogers movies were audience-pleasers and money-makers, so it’s no wonder RKO kept the cameras rolling. In fact, after Follow the Fleet, the pair got to work on Swing Time (1936), which was released just a few months later in September.
Follow the Fleet was adapted from a 1922 play called Shore Leave about a sailor with 24 hour liberty. In 1925, the play became a musical entitled Hit the Deck. That same year, Shore Leave was adapted for the screen, followed by a movie version of Hit the Deck in 1930. Then Follow the Fleet appeared in 1936, though with a new Irving Berlin score. To keep the saga going, about twenty years later, MGM filmed Hit the Deck (1955) with its original 1925 score. It was clearly a popular story, though Follow the Fleet is only loosely connected to its source material and Hit the Deck.
Fun fact: Tony Martin appears as an extra in Follow the Fleet, but he stars in Hit the Deck!
RKO assigned screenwriters Dwight Taylor and Allan Scott to turn Shore Leave into Follow the Fleet, and got Irving Berlin to write a new score. Taylor, Scott, and Berlin also worked on Top Hat, and RKO hoped they would craft another smash hit for the studio.
Besides Ginger and Fred, this movie was also a reunion for Randolph Scott. Paramount had loaned the handsome actor to RKO for Roberta (1935) and lent him out again for Follow the Fleet. In both films, Scott plays Astaire’s best buddy who sometimes needs a little romantic help.
The fourth star in the film is Harriet Hilliard, better known as Harriet Nelson of “The Adventures of Ozzie and Harriet.” This was her film debut after years onstage, vaudeville, and radio, though RKO originally hoped to cast Irene Dunne in the part. Dunne and Scott were the second couple in Roberta, but Dunne wasn’t available to make this movie.
Instead, Hilliard got the part. When she made this movie, Hilliard had been singing with Ozzie Nelson’s band for about four years and the pair had just gotten married in 1935. She made two more films for RKO after Follow the Fleet before focusing on the band and radio shows.

Astaire and Scott behind the scenes via: http://www.tcm.com/tcmdb/title/2785/Follow-the-Fleet/#tcmarcp-172777-192189
As usual, choreographer Hermes Pan and pianist Hal Borne helped Astaire craft the film’s choreography, and Astaire rehearsed it tirelessly to perfection. This was nothing new, but Rogers was sick of working just as hard as Astaire for much less money. He was getting $60,000 for the movie, while she was still on a weekly salary. So during rehearsals in September of 1935, she claimed exhaustion and walked off the lot. She refused to come back as long as she was paid and treated so unequally to Astaire. Her walkout prompted a contract renegotiation with RKO: Rogers got a $10,000 bonus, a $700 per week raise which brought her to $2,000 a week, and a promise of equal publicity to Astaire.
To the film! We open on a Navy ship where sailors Bake Baker (Fred Astaire) and Bilge Smith (Randolph Scott) (these names!) anxiously await their liberty in San Francisco. We learn that Bake used to be part of a dance team with Sherry Martin (Ginger Rogers), who still lives in Frisco. Bake is a smart-aleck who smacks gum and wishes he could escape his hoofer past.
But he’s still drawn back to his former partner, and he admits that he only joined the Navy when she rejected his marriage proposal. He hopes to see her again on this liberty, but Bilge is just excited to meet ladies, any ladies, though hopefully not schoolteachers. He always has the bad luck to meet prim schoolteachers on his brief leaves…
The guys arrive at a 10 cent ballroom packed with sailors. Bake immediately finds a phone booth to call Sherry. Meanwhile, Bilge meets a dowdy woman (Harriet Hilliard) who is immediately taken with him, though he blows her off. No schoolteachers this time!
Little does he know that this prim and proper lady is Sherry Martin’s sister, Connie! She’s a music teacher (of course!) who has spent most of her life in a small town. After her disheartening experience with Bilge, Connie goes backstage to see her glamorous sister and discuss how she’s lonely, unattractive, and tired of men not noticing her.
Sherry thinks Connie looks too intelligent, which is a sure way to scare off eligible suitors. She explains her philosophy of catching men with this gem:
Fun fact: Hilliard was actually blonde but went brunette for this movie!
Sherry asks her colleagues to give Connie a makeover in the hopes of cheering her up. And look who takes charge: future stars Lucille Ball and Betty Grable! Fun fact: Ball was also in the Astaire-Rogers film Roberta (1935) as a model in the big fashion show, and Grable appeared in a dance number with Edward Everett Horton in the Astaire-Rogers movie The Gay Divorcee (1934)! Another fun fact: Ball had only been at RKO for a year, and the studio almost dropped her contract, but after her brief appearance in this movie, she received her first fan letter! It read: “You might give the tall, gum-chewing blonde more parts and see if she can’t make the grade – a good gamble.”
You can watch the beginning of the scene here:
Anyway, as Connie transforms into a glamorous dame in sparkles and gardenias, Sherry performs “Let Yourself Go.” And Bake realizes that he has stumbled right back to his ex-partner.
Sherry is delighted to see Bake, too, even though their last meeting involved his rejected marriage proposal. And isn’t it cute (and obvious foreshadowing) that they’re both in sailor suits? They’re destined for each other.
Bake is surprised to see Sherry in such a low class joint, but she tells him that no one is interested in a girl dancing alone “unless she’s got a fan.” So it’s been a slog since “Baker and Martin” broke up.
Bake and Sherry reunite for a dance during the “contest” portion of the evening. Guess who wins?
You can watch it here:
Meanwhile, newly glamorous Connie enchants Bilge with her new look. He doesn’t realize it’s the same woman he rejected earlier that evening, and he quickly turns on his charms. It’s a little creepy how aggressive he gets, but Connie fell in love with him at first sight, so she’s thrilled. But also a apprehensive at how fast things are moving. So she sings, “Get Thee Behind Me, Satan” in a pretty little garden before she takes him back to her apartment. The song doesn’t work, clearly.
She puts an apron over her evening gown and impresses Bilge with her cooking skills. He’s totally into it, especially when he learns that her late father captained his own ship and Connie inherited the vessel, though it needs major repairs after it ran aground. But his eagerness turns to immature fear when she mentions that she’s always dreamed of salvaging the ship and sailing around the world with her “husband at the helm.”
Bilge isn’t ready for marriage–he was just looking for an evening of fun–so he skedaddles. But on his way out, he meets one of Sherry’s friends, a very glamorous, wealthy widow named Iris Manning (Astrid Allwyn, whom you might recognize as the other woman in Hands Across the Table (1935)). Bilge goes off with Iris to get his “fun,” leaving poor Connie in love and certain of his affection.
Bake leaves a mess behind him, too; he gets Sherry fired from her job at the ballroom because he is positive he can get her a much better gig with a big-time producer named Nolan (Russell Hicks). Bake promises to return the next night to arrange the audition, but their ship is unexpectedly called away for war games. So the two men sail away, leaving a lovesick Connie and an unemployed Sherry behind them.
One might think the two ladies would be a little miffed and try to forget these guys, but Connie decides to pool all her money, and Sherry’s, to salvage their father’s ship so that she can offer it to Bilge. It’s certainly a big swing, but she has no doubts that Bilge will marry her the instant he returns to San Francisco. This despite the fact that they’ve only known each other for a few hours! As Variety noted in its review of this film, the “Astaire and Miss Rogers’ romance is far more logical” than the Hilliard-Scott one.
Meanwhile, onboard ship we get some side stories that are excuses for Astaire to dance. First, he gives dancing lessons to sailors, and then he performs for touring VIPs. Neither situation has anything to do with the romance plot, but it’s fun. Also, Bilge is promoted to Chief Petty Officer.
You can watch the VIP performance here:
Months later, the ship returns to San Francisco. Connie has been keeping an eye on the harbor and assumes that Bilge will make a beeline for her apartment as soon as he can. So she fixes a fancy dinner and gets ready to deliver the fantastic news: the S.S. Connie Martin is ready and waiting for Bilge to captain! Unfortunately, he never shows up.
He did make a beeline for someone, but it was Iris, the rich widow, not Connie. He is still afraid of commitment.
The next day, Sherry has an audition with Nolan, the producer Bake mentioned. She wows him with her dancing, of course, and takes a quick break before she performs her song. She doesn’t know that Bake has arrived to arrange for the audition he promised her all those months ago…
When Bake hears that Nolan is about to offer a contract to a woman who is currently auditioning (Sherry), he slips bicarbonate of soda (baking soda) into the water glass an assistant is taking her. He thinks he is sabotaging some stranger’s audition to make way for Sherry, but instead he turns Sherry’s song into a hiccupy mess. It’s a disaster, and of course she doesn’t get the job. Fun fact: the dance Sherry performs for Nolan in this audition is the only solo tap number Rogers ever performed in the nine RKO musicals she made with Astaire.
That evening, all of our characters end up at the same fancy party thrown by Iris. Connie is thrilled to see Bilge, but he blows her off yet again before she has a chance to tell him about the ship.
Then he finds Iris–what a cad!
So Connie sings the sad song, “But Where Are You?” to express her broken heart. She has certainly maintained her glamorous makeover even without Bilge around! But everyone at the party looks lovely and swanky in their Bernard Newman-designed gowns.
You can watch the song here:
Meanwhile, Bake finds Sherry and boasts about how he ruined some lady’s audition with Nolan. She is furious but doesn’t tell him it was her. Instead, she tricks him into attacking a Navy officer–revenge! Here they are behind the scenes:
Sherry feels better after getting Bake in trouble, but Connie gets more bad news when she sees Bilge and Iris canoodling. Poor naive thing.
This last blow convinces Connie to give up the ship and return to her small hometown. Trouble is, without a captain, she can’t cover her bills from the ship’s refurbishment. Fortunately, Bake and Sherry dance to the rescue. First, Bake stops by with flowers and a monkey to apologize for botching her audition. Then the pair decide to “put on a show” to raise money to cover Connie’s debt.
Naturally, they goof around during rehearsals. It’s a comic routine with plenty of “mistakes” and “missteps” that shows the great dancing duo uncharacteristically out of step. Though of course it’s all as perfectly rehearsed as their typical numbers.
You can watch it here:
Bake even concocts a plan to get Iris out of the picture. He writes a skit about meeting her for a romantic tryst and being surprised by a jealous Bilge. Then he convinces Iris to “rehearse” it, knowing that Bilge will be arriving as they perform. Stupid Bilge falls for it completely and thinks that Iris is two-timing him. So he stalks out in a huff and begins to think more kindly of sweet, loyal Connie.
The night of the show, Bake has to sneak off the ship (he was denied liberty after assaulting the officer) and Bilge leads the effort to find him. But when Bake tells Bilge that Connie salvaged the ship for him, and that the show will save her from debt, Bilge lets his friend perform.
And so we get the Monte Carlo-themed, suicide-turned-romantic-duet “Let’s Face the Music and Dance.” (Bake loses all his money at the gambling tables, then saves Sherry from a suicide attempt before getting into the lovely choreography.)
Fun fact: the dress Rogers wore for this number was heavily beaded and weighed a shocking 25 pounds! As Astaire remembered in his autobiography, the dress “was surely designed for anything but dancing.” The weight of the gown required some adjustments for both Astaire and Rogers, especially in the turns. As Astaire explained, “When Ginger did a quick turn, the sleeves, which must have weighed a few pounds each, would fly, necessitating a quick dodge by me….When shooting of the number started, things went smoothly in the first take for about fifteen seconds. Then Ginger gave out with some special kind of a twist and I got the flying sleeve smack on the jaw and partly in the eye. I kept on dancing, although somewhat maimed…”
“We had designed the number as a four-minute dance to be shot in one piece with no cuts, and we came to the end of it with me still in a daze….I asked for another take, which everybody agreed upon….From then on I kept ducking and dodging that sleeve, and we couldn’t get one take all through that pleased us, so we went on until about eight o’clock that night, still trying, and finally gave up, prepared to continue the next day on the same number.” But fortunately they watched the first take (with the sleeve incident) before they started, and decided it was perfect after all! The dress shimmers so beautifully and has a great twirl to it, so I’m glad they were able to make it work. I think you can spot the sleeve-in-the-face at about 5:28 in this clip:
Another Fun fact: as I mentioned, RKO originally hoped to star Irene Dunne in the Connie role. The Dunne version of the movie gave Connie the song, “Let’s Face the Music and Dance,” but when her casting fell through, it became an Astaire-Rogers number.
After the show, Nolan, the producer, offers Bake and Sherry jobs, but Bake says he won’t accept unless Sherry proposes to him. So they get engaged and look forward to a bright future in show business as soon as Bake gets out of the Navy. Then Bilge and Connie reunite and get engaged, too.
Happy endings! Though I worry about Bilge and Connie. They don’t know each other at all and seem like a terribly mismatched couple. Also, Bilge isn’t the catch the movie tries to convince us he is. At every turn he makes the “wrong” choice, and he really only comes back to Connie once he learns she has a ship for him. But oh, well! The boys return to their ship, the ladies wave, and hopefully they’ll all live happily ever after once they get out of the Navy.
Follow the Fleet was in production from October 31, 1935 to January 4, 1936. It premiered just weeks later on February 21 and became Astaire and Roger’s 2nd highest grossing film ever behind Top Hat (1935).

Picture Play Magazine, April 1936 via: http://archive.org/stream/pictureplay4345stre#page/n115/mode/2up
Motion Picture Daily published a positive review praising the showmanship, songs, romance, and comedy: “While the love interest element is well taken care of with a proper balance of light drama and suspense and the vein of conflict common to such a story, the comedy contrast is given a broader swing in dialogue, action and situations…” I disagree–the plot seems awfully thin with lots of non sequiturs and shallow characters compared to some of the other Astaire-Rogers movies. But that’s just me.
Motion Picture Daily wrote that the dances were good, too, with “I’d Rather Lead a Band” resulting in a “doubly effective” performance compared to the “machine-gun” number from Top Hat, and Hilliard’s two songs “are well in keeping with the general qualities of the picture. Indeed, Hilliard “gives the Astaire-Rogers team a run for stellar honors despite a lesser role.” “All in all,” the trade paper concluded, “it’s grand entertainment.”
Variety agreed, writing that “With Ginger Rogers again opposite and the Irving Berlin music to dance to and sing, Astaire once more legs himself and his picture into the big time entertainment class. The box office returns will be commensurate, although not the sock of Top Hat and, accordingly, disappointing in that respect.” (With Top Hat in everyone’s minds, it’s not surprising that the review would compare the movies.)
The paper noted the long running time (110 minutes) which makes it a “bit lethargic,” suggesting that the “footage could stand a 20 minute shrink.” I must agree–there is not enough story here for that long of a film. But still, there are “laughs and scintillating hoofers,” and “all the star team’s dancing efforts are honeys.” Rogers “goes beyond the role of dancing vis-a-vis for Astaire and emerges as a corking stepper in her own right.” And Hilliard has “more possibilities than the average girl from the networks [radio].” Overall, Variety anticipated good box office and plenty of entertainment value. And audiences agreed.
Note that Rogers is featured as much as Astaire in this promotional material, likely thanks to her walkout during rehearsals!


Astaire and Rogers were paired five more times with four films coming before the end of the decade, and their final film arriving ten years later at MGM in 1949.
As I mentioned, Harriet Hilliard/Nelson made two movies after this one before returning to her husband’s band. The pair had a series of successful radio shows before their most famous endeavor, a radio show-turned-TV program called “The Adventures of Ozzie and Harriet,” which premiered in 1944 and ran until 1966. It also featured their two real life sons, Ricky and David.
Here’s the trailer for Follow the Fleet–enjoy! For more, follow me on Twitter, tumblr, pinterest, Instagram, and Facebook. You can buy this movie here, and as always, thanks for reading!