ON THEIR ARRIVAL IN CALIFORNIA, the Gershwin brothers’ priorities were to start writing songs for an Astaire-Rogers picture that was being called Stepping Toes, and to find a place to live. While Leonore went house-hunting, a piano was moved into their suite at the Beverly-Wilshire Hotel, and George and Ira got to work. With no script to guide them—just a story outline—they first took a crack at a number reflecting mindless rapture, “Hi-Ho!” Ira explained the setup: “Fred Astaire sees on a Paris kiosk the picture-poster of Ginger Rogers, an American girl then entertaining in Paris, and immediately feels: THIS IS SHE! He dances through the streets, extolling to everyone the beauty and virtues of this girl whom he has never met, but whose picture he sees pasted on walls and kiosks everywhere.” Director Mark Sandrich admired the new number, but costs for the Parisian sets would have been prohibitive, and the idea was scrapped. “So the song has been unknown,” Ira recalled, “except to a few of our friends, like Oscar Levant, Harold Arlen, and S. N. Behrman, who were around at the time, and to a few others who in the years since have learned of its existence.”1 George’s piano accompaniment for this number is realized in fuller detail than that of almost any Gershwin song published in his day, the right hand answering the singer’s exclamations with a playful figure akin to a hiccup of irrepressible joy.
The hotel suite came also to be the worksite for another song in an offbeat vein. A spring evening earlier that year had found the brothers “musically kidding around by exaggerating the lifts and plunges and luftpauses of the Viennese waltz” in George’s New York apartment. Their antics appealed to Vincente Minnelli, a producer and director friend who had dropped by that evening. Now Minnelli wired them at their hotel to ask if they could complete “the Straussian take-off,” which he thought might work in a show he was assembling. Taking a break from their film assignment, the brothers promptly finished the waltz, composed in the voice of a crotchety purist whose love of Strauss waltzes is matched only by his disdain for American popular music. In December 1936, “By Strauss” was performed in New York in Minnelli’s revue The Show Is On.2
Within a week of their arrival, George and Ira had attended their first local ASCAP meeting, and by the second week they had found an appealing house at 1019 North Roxbury Drive in Beverly Hills. To bring the spacious blank walls to life George wired his assistant in New York, Zena Hannenfeldt, asking that favorite paintings in his collection be sent through the Budworth Company, “who are very experienced in shipping pictures so they will not be damaged in any way.” His choices included works of Picasso (Absinthe Drinker), Gauguin (Self-Portrait), Utrillo (Fishermen Houses), Modigliani (Portrait of Doctor and Woman’s Head), Rousseau (Ile de la Cité), Siqueiros (Mexican Children), Thomas Hart Benton (Burlesque), Chagall (Rabbi and Slaughter House), and Max Jacob (Religious Festival), along with Gershwin’s Portrait of Grandfather. His own painting materials followed days later.3
George described the paintings’ new home approvingly in a letter to Mabel Schirmer:
We finally found a house that is really lovely. It is in Beverly Hills and has many charming things about it, not the least of which are a swimming pool and a tennis court. It is a nice spacious, cheery house with a fine workroom. The living room is very large, white walls and a fine Steinway piano. The furnishings aren’t all to our taste but then—you can’t have everything, can you?
Ira and I have been doing a little work on some songs, but we haven’t really begun to dig in. We are waiting for the script to be put into better shape. However, with the little start that we have, we feel quite confident that we won’t be stuck. We’ve had some very gay times out here already with the Jerome Kerns, Sam Behrmans, Moss Hart, Oscar Levant, Harpo Marx, Yip Harburg and dozens of others of our old cronies. . . . Have you seen Kay? I haven’t written to her nor have I heard from her. I should like to know if you ever see her. What’s happening around town these days? . . . Have you seen Emilie and Lou [Paley]? Please write to me, telling me all that goes on in little old New York.4
A couple of weeks later, he was sharing another range of matters with Mabel, from politics to musical news, including a comment about the new Astaire-Kern pairing on film:
I miss you very much, Mabel, and wish it were possible for you to come out here. This place is just full of people you know and who love you. . . . Of course, there are depressing moments, too, when talk of Hitler and his gang creep into the conversation. For some reason or other the feeling out here is even more acute than in the East. . . . I saw Swing Time out here and liked the picture very much. Although I don’t think Kern has written any outstanding song hits, I think he did a very creditable job with the music and some of it is really delightful. Of course, he never really was ideal for Astaire, and I take that into consideration.
Otto Klemperer is playing the “Music for Orchestra and Baritone” by Ernst Toch, next week. It is a concert given by the American Guild for German Cultural Freedom—and I shall be there. Will write you about it.5
Male friends to whom George reached out by letter included Gregory Zilboorg, Emil Mosbacher, music editor Albert Sirmay, and Bill Daly. To Mosbacher he observed: “This place has shown a tremendous improvement since we were here six years ago. The studios are really going out for the best talent in all fields and they have learned a great deal about making musical pictures since the last time. Even the food has improved greatly. . . . Ira, of course, loves it out here. He can relax much more out here than in the East—and you know how Ira loves his relaxation.”6
Letters between Gershwin and Daly were rare, but Daly did write in response to two of them from his friend.7 “Dear Pincus,” he began, using the nickname they had chosen for each other:
Your two letters were like manna from heaven—and so overcome am I that I am breaking all rules by answering them. I [am] glad to hear that you have gotten into the atmosphere of the place so quickly—pool, [Lake] Arrowhead, etc. But look out for those designing females. Of course, I only know what I read in the newspapers.
Things are so quiet here that you can hear only the taxi-horns. I may fly out your way in a month or so—and no reasonable offer refused. Are you contemplating any Gershwin nights at the [Hollywood] bowl?
I’m sure the orchestra won’t be as bad as the one at Ravinia.
I do hope the Porgy & Bess venture goes through [a possible London production]—I’m sure the English will go for it in a big way.
Give my love to Ira & Lee. And how did they like the ride? Ira seemed somewhat disappointed that the aeroplane wasn’t bigger: maybe he’d been looking at pictures of the China Clipper [a hot-aircraft of that day].
And give my best—and congratulations,—to Fred Astaire. From what my scouts tell me, he seems to be a hit. Tell him he’ll really get some tunes, now.8
Daly may well have intended to make the journey west, but on December 4 he died suddenly of a heart attack. Colleagues since the early 1920s, Gershwin and Daly had enjoyed an unusually close friendship. The loss must have touched Gershwin deeply, but his response is not a matter of record.
Gershwin’s first exchange with Zilboorg from California—“Dear Grisha” / “My Dear Goish”—reveals two men who have found a comfort zone with each other. After reporting on the climate, the newly rented house, the local food, the parties, and the “series of fantastic and interesting dreams” he’s been having, George turns to the subject of therapy. A friend in the Hollywood community, he writes, has confessed that there are “many subjects” about which he can’t talk to his therapist. Doubting that such an attitude could lead to successful psychiatric analysis, Gershwin then turns to his relationship with Kay Swift, to whom he bade farewell three weeks ago in a New Jersey airport. That fact leads him to his own state of mind.
I have not heard a word from Kay nor have I written her. I think about her a good deal & wonder how she is getting along with her work and without me? I wonder if this is really the end of our seeing one another. Who knows? . . . I have many friends here but somehow I feel alone inside quite frequently. I hope that feeling will disappear, but again—who knows?9
Later that month an echo from the recent past surfaced when Anne Brown wrote Gershwin from her home in Baltimore. Mentioning a possible London production of Porgy and Bess, she wrote with a request in mind:
Porgy, Serena, Crown, Clara, Sportin’ Life, Jake and others all have their individual “spots” in the opera. But, there is not one for Bess. My suggestion is this: That you arrange with the producers to have me (if I am Bess in the forthcoming production) to sing “What You Want With Bess,” alone—as a solo. I have sung it with great success this way in concert many times already.10
Gershwin found Brown’s idea reasonable. “If the London production goes through, it is perfectly okay if you want to try doing it as a solo for a couple of performances to see how it goes. If it’s an improvement, it can stay that way; if not, it shall go back immediately to the original.” As it turned out, however, the original cast members’ salary demands were higher than the London resources could bear, and no overseas production of Porgy and Bess was mounted.11
Partway through October, concert impresario Merle Armitage contacted Gershwin with a proposition for a pair of all-Gershwin concerts in Los Angeles. Armitage, who had met the composer in New York during the 1920s, had secured a niche on the West Coast by helping to establish opera there early in the 1930s. Now he earmarked two back-to-back dates in February 1937 for Gershwin at the 3,000-seat Philharmonic Auditorium, which Armitage managed. The composer agreed to play the Rhapsody in Blue and the Concerto in F, with Alexander Smallens conducting, and to conduct the rest of the program himself: the Cuban Overture, rarely heard since its debut in 1932, but also excerpts from Porgy and Bess, with a chorus recruited from the local community and soloists brought in from elsewhere.
During the rehearsal phase for these concerts, Gershwin and Armitage spent a good deal of time driving together through Los Angeles. The entrepreneur recalled endless talks “back and forth from my house to his house, to the Philharmonic Auditorium, to Central Avenue,” where they picked up chorus members, as among his “most treasured memories”:
George had a new Cord car, a front-drive vehicle of great chic, one of the earliest streamlined cars. He loved to drive it. My interest, though, was in his conversation, for Los Angeles being a huge sprawling community we spent hours in crossing town to our various engagements. George and I talked art. Or we talked music. One of the things we discussed was the string quartet on which he was working at the time. This was a fascinating subject, as the quartets of Beethoven, of Haydn, Debussy, and Ravel were among my favorites. He talked of the form his quartet would take, a fast opening movement, followed by a very slow second movement, based on themes he had heard when visiting Folly Island off the Carolina coast with DuBose Heyward. The sounds of the dominant themes were so insistent that he had not bothered to write them down. “It’s going through my head all the time,” George said, “and as soon as I have finished scoring the next picture, I’m going to rent me a little cabin up in Coldwater Canyon, away from Hollywood, and get the thing down on paper. It’s about to drive me crazy, it’s so damned full of new ideas!”12
Even as Gershwin found room in his consciousness for a composition that never reached written form—as one who composed at the keyboard, he presumably had a version of the quartet under his fingers—the work that had brought him to Hollywood proceeded apace. The script for the picture now called Shall We Dance was finally submitted partway through October. Moreover, performances with other symphony orchestras were scheduled: with the Seattle Symphony Orchestra on December 15; the San Francisco Symphony, under Pierre Monteux, on January 15, 16, and 17, 1937; and the Detroit Symphony Orchestra on January 20.
. . .
BUT HOW did George and Ira’s contract with Hollywood stand when the script finally arrived? With no major work on their docket in the wake of Porgy and Bess, the Gershwins had arrived in California with several new songs in hand. And by the end of October, six usable songs had been completed for the RKO movie, with just one more plus a ballet yet to be written. In a long and informative letter George characterized the new songs to Dr. Gregory Zilboorg:
We played our little efforts to Fred & Ginger Rogers & the director the other day & I must say the reception was an enthusiastic one. We have concentrated mainly on light, dancy, comedy songs, & they seem just right for Fred.
Then, however, after outlining his plans for the near future, he expressed regret that his psychoanalytic treatment with the doctor had yet to take place in earnest.
It doesn’t look as though I’ll get back to New York as soon as I had expected. R.K.O. is taking up an option, which was in our contract, and Sam Goldwyn also wants us to do a film for him. The thing that makes me sad about all this is that it will postpone my seeing you. It is a pity that this trip to the coast had to interfere with my analysis, however I hope to continue when I get back—that is if you will still be interested in taking me on then.
Which led his train of thought to the social activity of a thirty-seven-year-old single man in a town known for its abundance of appealing single women.
My love life out here has been almost non-existant. I have seen quite a number of girls but most of them are fairly insipid & dull. About the brightest of the lot are two foreign actresses, Simone Simon, French, and Luise Rainer, Austrian (really german but for picture reasons, Austrian). Simon is pert, clever, & makes me laugh. Rainer is serious, solemn, & in love with Clifford Odets.13 I see more of Simon.
Gershwin then gave Zilboorg a glimpse into his future:
Brother Ira loves it out here & is seriously considering building a house in San Fernando Valley. His wife Leonore shares his enthusiasm. I do not think I would care to settle here as one can become pretty sedentary in this climate, but for the moment it is a solution to my eastern problems.
And then he wondered whether his doctor and friend in New York had news to share about the relationship that had long loomed large in his consciousness.
By the way, do you hear anything about Kay, directly or indirectly? She has not yet written a word to me, as she agreed. I think about her often and, as you can imagine[,] not without a touch of sadness. She is a great girl & I hope with everything I have that she is all right in every way.14
Zilboorg’s response to Gershwin’s letter on November 3 dodged George’s query about Kay Swift. Soon he would be leaving on a trip to “distant lands,” he reported, including Brazil, Argentina, and Chile, and returning on December 29. And as for the composer’s other concerns, “all your friends as far as I know are here, well and crazy as usual.” But Gershwin’s reply a week later brought decisive news:
I got a letter from Kay the other day for the first time, in which she says she heard I was going to stay out here for a long spell and felt that she had to break the silence to let me know that it looked like fini for us. I haven’t as yet answered, but I expect to shortly.15
Whether or not George replied to Kay Swift at this time or later, the Gershwins completed their first assignment for RKO before the end of the year, to be enacted, filmed, and released to the public as Shall We Dance in mid-May 1937. Thus, by then the brothers were free to begin work on their second picture: RKO’s Damsel in Distress, whose score was to be finished by early in May.
Gershwin’s new year began, however, with a report of two personal discoveries, cited in a letter to Emily Paley in New York. The first one addressed his fascination with the filming of the picture he’d been working on through the fall. Instead of starting 1937 with Damsel in Distress in mind, he seems to have split his attention between the RKO studio, watching Shall We Dance being turned into a movie, and rehearsing for his concerts in January and February. His second discovery involved the state of his bodily self.
Recently my masseur suggested a hike in the hills. I acquiesced & have become a victim to its vigorous charm. For the past week, every day, hot or cold, we walked back in the hills & really Em, I feel as tho I have discovered something wonderful. It is so refreshing & invigorating. Better than golf, because it eliminates the aggravation that inevitably comes with that pastime.16
A letter to Zilboorg partway through February shows that the routine with his “masseur” had taken hold. At that point it involved “five or six days a week” of hiking in the hills of “truly beautiful & rugged country . . . on the average of four or five miles.”
But that letter closes with Gershwin’s account of the final chapter of his romantic relationship with Kay Swift:
About Kay. When she heard that our option had been taken up she wrote a letter, saying she realized finally that I was planning my life without her. She knew it was no criticism of her, but that I couldn’t do otherwise. I answered, telling her, her realization was right. I was not planning to come back to her as I was incapable of supplying the assurance of a future together. The fault, if any, was mine, not hers. A few weeks ago a letter was handed me at the lunch table. It was from Kay. I read it & although its contents were logical, I received quite a shock. She stated frankly the [sic] she was going to marry Ed Byron & wanted to tell it to me before I heard it from anyone else. Appreciating her fine consideration I nevertheless had to do some mental contortions to realize that at last the finish had come. It was painful. However, the pain was mixed with some sort of happiness for her. No one is more deserving of getting a good break than Kay. She is, as I have told you a thousand times, a great person. She asked for my blessings. She received my blessings. She has left an indelible mark. Now, as to my future? I believe I have matured to a point where I can & will make decisions. A great change has come over me & think that I can at last have an opportunity to find my true level. If I decided on anything in the way of a radical change, you can be assured I shall let you know. In the meantime please write me anything you may know that would be of interest to me in this matter.
Dear Doc, I’m glad you miss me, & I hope you stay well. Please give my greetings to your family & to our mutual friends.
Yours, warmly,
George G.17
Gershwin’s lengthy last paragraph, explaining to his psychiatrist the breakup of a longtime romantic relationship, displays his study and learning about the workings of his mind and heart, as we have observed him learning throughout his life about the art of music. In this engagement, as one of a duo of accomplished musicians with a strong and deep emotional attraction to each other, he has nevertheless shown himself through the years to be “incapable” of giving Kay Swift “the assurance of a future together.” Having coped with that incapacity for years, she has now shocked him by announcing a decision to marry another man. His response? Pain that her intimate presence will now be lost to him, and perhaps an anticipation of justice served, if in the future she is spared the heartbreak of his falling for another woman. Thus in California, extending his quest to understand himself, Gershwin has remained in touch with his psychiatrist in New York. And what he seems to have learned from the doctor is that he must “make decisions” about his “love life,” then act upon them, and finally learn from the results.
AS FOR the picture titled Shall We Dance, its elements were combined and integrated during the early months of 1937, and released for public distribution in May, as the Gershwins’ second feature film, following 1931’s Delicious.
Shall We Dance opens in Paris, where the “Russian” ballet dancer known as Petrov, played by Astaire, has fallen hard for a less highbrow dancer, Linda Keene, played by Rogers. She is about to sail for New York, and he arranges to get his ballet troupe booked on the same crossing. Exposed onboard as an American, Petrov borrows a dog so he can join Linda in a daily promenade to “Walking the Dog” music, and they grow friendly. The picture’s first song, “Slap That Bass,” is performed by Astaire in an ocean liner’s bright, tidy engine room. The crew members there, fifteen African American men dressed in white T-shirts, comprise a chorus and several instrumentalists, including a double-bass player who flaunts what could be called a slaphappy technique on his instrument. One vocalist sings the verse, while another supplies wordless instrumental effects between his phrases, most tellingly delivering a break in the style of a Duke Ellington growl trumpeter.18 This number advises keeping spirits high even when “the world is in a mess.” After an introductory “Zoom-zoom! Zoom-zoom!,” the lyrics find consolation in the “zoom” of popular music’s rhythmic vitality. “Dictators would be better off,” the singer declares, “if they zoom-zoomed now and then.” Once Astaire takes over the song, he climbs deftly up an intertwined arrangement of stairs, pipes, and platforms to a balcony of sorts. Orchestra music gives way to rhythmic machine sounds, the soundtrack now consisting of Astaire’s more and more elaborate tapping as he moves along catwalks and varied contraptions provide a churning sonic background. He ends his dance with a flourish, bowing to applause from the engine-room crew on the floor below.
The next number, “(I’ve Got) Beginner’s Luck,” takes place on deck, as Petrov marvels to Linda at his good fortune: “The first time I’m in love / I’m in love with you.” The song ends abruptly, however, as though recognizing that all will not be smooth sailing for Petrov. An ex-luminary of the Russian ballet company, Lady Carrington, is determined to snare him for herself, though he wants nothing to do with her. His ballet master, played by Edward Everett Horton, knowing the situation, has told Lady Carrington before the ship sailed that Petrov is a married man—but she doubts this is true. Calling his bluff, she starts a rumor that Petrov and Keene are secretly married. Once Linda, who in fact is engaged, realizes that everyone on board seems to believe this rumor, she leaves the ship on a mail plane.
Back in New York, Linda, her fiancé Jim, Petrov, and his ballet master are seated at a fancy club run by Linda’s manager, played by Jerome Cowan. She’s invited to sing “They All Laughed” for the customers, accompanied by the house orchestra. The song’s refrain cites historical figures who have made transformative discoveries in the face of skepticism: Columbus, Edison, the Wright brothers, and Marconi. Likewise, her story concludes, people also laughed at “me wanting you,” but “who’s got the last laugh now?” The crowd greets Linda’s performance warmly—but then, to her surprise, Petrov bounds onto the stage, having been encouraged to do so by her manager, who wants to keep Linda gainfully dancing rather than marrying Jim. The dance that follows starts as a gauntlet-throwing challenge. To the ballet master’s arsenal of classical moves Linda responds with a brief sequence tap-danced in an American vein; Petrov returns promptly to ballet steps, which he tops off with an adept flourish of tapping, in an I-can-do-what-you-can-do spirit. His mastery sparks Linda’s combative juices, and from here to the end of the orchestra’s jazz-oriented rendering of the song, they join in a captivating, increasingly virtuosic tap dance that ends with the two of them perched side by side on the harp end of a grand piano. Both they and the audience have learned that Keene and Petrov are an artistic match, and maybe an emotional one too.
The roots of “They All Laughed” lay in Ira Gershwin’s past, in the commercial world of the 1920s—a time, he recalled, when “the self-improvement business boomed”:
One correspondence-school advertisement, for instance, featured “They all laughed when I sat down to play the piano.” Along this line, I recall writing a postcard from Paris to Gilbert Gabriel, the drama critic, saying: “They all laughed at the Tour d’Argent last night when I said I would order in French.” So the phrase “they all laughed” hibernated and estivated in the back of my mind for a dozen years until the right climate and tune popped it out as a title.
The brothers, indeed, had previewed this song for playwright George S. Kaufman, who happened to be in Hollywood at the time, even though they knew he was no fan of love songs. Having listened through the verse plus almost half a refrain, Kaufman interrupted at the line “they told Marconi / wireless was a phony” by commenting: “Don’t tell me this is going to be a love song!” When the next line was sung—“They laughed at me wanting you”—Kaufman “shook his head resignedly, commenting: ‘Oh well.’ ”19
As Linda and Petrov continue to be plagued by rumors that they are married, encouraged by Linda’s manager as well as Lady Carrington, they try to escape a press corps that has staked out their hotel. During an afternoon in Central Park, having rented rollerskates, they review their situation. When Linda admits to having no inkling of how to solve their predicament, Petrov replies, “Nyther do I,” which she greets with an icy “The word is neether.” Thus is launched another improbable love song (“You like potato and I like potahto / You like tomato and I like tomahto”) and an exhilarating dance on rollerskates that leads to their careening off the rink to a soft landing on a grassy knoll. Because the subject of “Let’s Call the Whole Thing Off,” written earlier in New York before the Gershwins’ trip to Hollywood, has more to do with diction than with passion, it must have emerged from the brain of Ira—especially since he traced it to another early memory:
I still clearly remember the story our 6B teacher in P.S. 220, New York, told the class when she digressed for a moment in a spelling session. It concerned an American and an Englishman arguing about the correct pronunciation of “neither,” with the American insisting on “neether,” the Englishman on “nyther.” They called on a bystander to settle the dispute: Was it “neether” or “nyther”? “Nayther!” said—who else?—the Irishman.20
But now Linda has an idea about their predicament: they should marry, and then file immediately for a divorce. So they travel by boat to New Jersey to seek out a justice of the peace. It’s dark by the time the ferry begins its journey back to Manhattan. Holding a white flower her new husband has bought her, a pensive Linda admits to never having imagined how dispiriting marriage can be. Petrov, who from the start has hoped to marry Linda, consoles her with a tender ballad, the film’s most enduring song: “They Can’t Take That Away from Me.” A man tasting true love for the first time in his life sings about his feelings for her so convincingly that Linda cannot help but be moved. The script and the Gershwin brothers have portrayed the character of Petrov as an artist who perceives Linda as a true artist herself, whereas Jim, a playboy proud to flaunt the trophy companion he has singled out, shows no more interest in Linda’s accomplishments than she does in his company.
Some songs in this picture—“Let’s Call the Whole Thing Off” and “Slap That Bass,” for example—have melodies that reflect the meter, with phrases consistently beginning on downbeats. But in the regretful aura of “They Can’t Take That Away from Me,” phrases usually start on upbeats and afterbeats, avoiding metrical accents more often than they jibe with them. As a result, the refrain tends to linger, savoring the nuanced memories of a romance nearing an end. Petrov’s words and music visit endearing things about Linda that he will miss: the way she dons her hat, the look of a knife resting in her hand, her gift for singing off-key and getting away with it. In fact, the motive at the heart of the refrain’s melody, built around five repeated short notes and a long one, settles into a regular call-and-response exchange between voice and orchestra. “George had an idea for a melody,” Ira recalled, based on three eighth notes and one quarter note. “If you can give me two more notes in the first part,” Ira suggested, “I can get ‘the way you wear your hat.’ George tried that,” and “liked it” (he “was always obliging that way”).21
The film’s last scene opens in a New York theater, where Petrov is featured as the architect and ultimately the star of a lavish presentation combining classical ballet with show-business dance and song. The stage is filled with some twenty female ballet dancers, soon joined by Harriet Hoctor, an accomplished Hollywood ballerina, in an extended solo turn, and eventually Petrov as a ballet master.22 The finale he has conceived is based on a song for the entire company, “Shall We Dance?” Petrov has made it known to manager and friends alike that he had hoped to include Linda as his partner in this extravaganza. But, convinced by what she reads as a slight—again through no fault of the innocent Petrov; Lady Carrington had made her way into his suite, where Linda surprised them together—she has refused to join him onstage. As the finale gets under way, Linda and Jim appear in the audience, she determined to deliver personally to Petrov a legal summons for divorce.
As the couple settles in to watch from a box seat, her manager tells Linda of Petrov’s vow that if he can’t feature Linda Keene in the show, he’ll end it dancing with a stage filled with likenesses of her. Accordingly, each of the dancers in the finale, “Shall We Dance?,” carries a mask of Linda’s face. Ira’s lyrics combine threat (must we surrender to despair?) with gaiety (or should we give in to revelry?). And to Ira’s ear, George’s “distinctive tune” brought “an overtone of moody and urgent solicitude” to this climactic number. Linda is enchanted by what she sees onstage. Whether moved most by the spectacle of her own presence, or by the esteem and love for her that Petrov’s gesture reflects—or by perceiving on the spot what she can add to this performance—she orders her manager to escort her backstage.
Onstage the set has been turned into a semicircular row of niches, each with its living facsimile of Linda Keene. As Petrov makes the rounds, a familiar voice speaks a purportedly Russian word that has cropped up before during the course of the film, “Chichornia.” Rapidly lowering the mask of each dancer in turn, Petrov finally finds Linda, animated and aglow with affection and joy. Now a couple whirling across the stage to conclude “Shall We Dance?,” they move together toward the audience and bring the performance and the picture to a close with a triumphant question borrowed from “They All Laughed”: “But ho, ho, ho! Who’s got the last laugh now?”