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The Sky's the Limit is an object lesson not to believe everything you read about movies in TV guides and reference books. It's often listed as Fred Astaire's worst musicals, a verdict that surely turns off a lot of potential fans. I gravitated toward it because it has Joan Leslie, a talented Warners star who brightened every picture she was in -- and carried some that weren't all that good. Made at RKO several years after the demise of the legendary Astaire-Rogers song 'n' dance classics, Limit gets a bad rap because it isn't packed with constant musical numbers, and perhaps because Ms. Leslie is not Ms. Rogers. Watching the film made me scratch my head at all the negative remarks -- it's a great entertainment, an excellent WW2 "morale booster" that has wit and charm along with its patriotism. Almost certainly due to wartime belt tightening, there are no giant set pieces or enormous set designs -- just three solid Harold Arlen / Johnny Mercer songs, two of which have become enduring standards. 
The familiar setup sees Fred Astaire playing a flying ace back in the states on a goodwill tour. Perhaps at the star's suggestion, his character does not strut through the movie wearing a uniform to impress the local skirts. Highly publicized Flying Tiger veterans Fred Atwell, Phil Reginald Fenton and Dick Merlin (Astaire, Robert Ryan & Richard Davies) are soaking up the adulation while crossing the country, but Fred prefers to spend his leave in other pursuits. He jumps his train, buys some western dude clothing as a disguise, and begins courting Joan Manion (Joan Leslie), a photographer of celebrities. Joan wants her boss Phil Harriman (Robert Benchley) to reassign her to something more in line with the war effort, but he's stalling in hopes that she'll respond to his marriage proposals. Fred keeps his identity a secret and allows Joan to think that he's an unpatriotic slacker. She disapproves but falls in love with his charm and dancing skills. But Fred has a problem -- he doesn't want to be encumbered by romantic ties when he goes back to flying in China, yet his attraction to Joan is overpowering. Watching The Sky's the Limit we soon become convinced that Fred Astaire can make almost any situation work. The dialogue (by Frank Fenton and Lynn Root) is particularly good, but Astaire is the smoothest performer imaginable. Fred Atwell basically stalks Joan Manion, crashing her nightclub photographs and following her everywhere, including to her home. The only thing keeping him out of jail is, of course, the fact that he's Fred Astaire, and Joan is as charmed by him as we are. 
Already in his mid-40s, Fred Astaire was concerned that he was slipping and that he should retire before he embarrassed himself. The entertainer was so honest about his talent that this was probably not a ploy to inflate his salary. His dancing is not diminished one iota. He's so good that he can purposely throw a 'mistake' into a dance move to further his character, and communicate that it was on purpose. He can also get away with ribs at his own talent. Dancing in a USO club, he shocks Joan by putting on a dazzling exhibition. When she asks where he learned to dance so well, he jokes, "Arthur Murray." The script also makes fun of Astaire's legendary status. Joan complains about his sneaking into her pictures of celebrities, and he responds, "Couldn't I be the fellow who never gets his name mentioned? The one they call 'a friend'? You know: 'Ginger Rogers - and friend.' ?" The phenomenal, under-appreciated Joan Leslie is still with us, when most of her co-stars have been gone for decades. This makes sense when one learns that at the time of The Sky's the Limit, her 25th movie, she was only 18 years old! Ms. Leslie held her own beside James Cagney in Yankee Doodle Dandy and stole scenes from Gary Cooper in Sergeant York; she was so good in Warners' musicals that she'd have been a much bigger star had Warners not been overshadowed by MGM in the musical department. She's less than half as old as Astaire, who would forever be playing opposite leading ladies much younger than he. As Astaire is practically a god, dancing like nothing human, the age factor never became a detriment. Leslie always looks like she's having the time of her life when performing -- her smile and attitude are infectious. Her dancing is excellent. She's neither as smooth nor as elegant on her feet as Ginger Rogers or Rita Hayworth, but what kind of crime is that? The Sky's the Limit is a light romance that pushes sentimental buttons for the finale, and Joan Leslie carries the acting demands with ease. I'm not certain -- is The Sky's the Limit her biggest starring role? 
The show is a musical comedy but with an emphasis on character interaction. Contemporary musicals might have as many as eight or nine big musical numbers, like Fox's Technicolor The Gang's All Here. The Sky's the Limit only has about four numbers but they're all good. Joan Manion steps up to the microphone in a nightclub to sing Arlen and Mercer's My Shining Hour, a moving song that I notice has become part of Barbra Streisand's repertoire. 1 Fred Astaire's big solo number sees him breaking up a bar in a tightly choreographed dramatic drunk scene for the enduring standard One for My Baby and One for the Road. It's as good as anything he's done ... he mixes dance moves and stage business with masterful grace, pulling off effortless-looking feats of timing and sleight-of-hand. Not all WW2 era pictures exhibited good taste when stuffing movie stars into uniform and asking us to accept them as war heroes. Astaire's character is indeed shown over China in his P-40 shooting down an enemy plane (a biplane - is that fair?). But he spends the rest of the movie playing down the 'war hero' identity. In that way there's some credibility to Joan's reactions - if he were both an Air Ace and Fred Astaire, the show would lack romantic tension. Fred Atwell even gives comedy relief Robert Benchley a fair shot at Joan. The script is kinder to Benchley than Billy Wilder was in The Major and the Minor -- Benchley's Phil is neither a lecher nor a hypocrite, and the movie eventually tags him as a good egg. The consistently amusing film's only stumble occurs when Benchley takes a couple of minutes to do a humorous public speaking routine similar to his series of "How-to" short subjects. It stops the movie dead in its tracks. Handsome Robert Ryan was at the very start of his featured-player phase, and does indeed look too good to be true in his AAC uniform. Ryan's best scene with Astaire is rather strange -- his Fenton blackmails Fred into performing a ridiculous snake dance atop a café table in the USO. The script also gives character actress Elizabeth Patterson (Intruder in the Dust) a showcase scene, and provides a last opportunity for Eric Blore to play a valet to Astaire, as he had in a string of the Astaire-Rogers classics. 
The Sky's the Limit turns sentimental in the last scene or two. A ceremony at a banquet shows a female aircraft worker, whose husband died at Bataan, symbolically Christening a new bomber. The dialogue says that the factory has just whipped up 10,000 of the planes, a number that sounds inflated in the hopes that the film will fall into enemy hands! Joan and Fred's farewell is low-key and respectful, without undue flag-waving yet expressing the emotions surely affecting many in the 1943 audience. The sentiments are not at all dated -- if such solidarity and consensus were possible today, America would be my idea of Utopia. 
The Warner Archive Collection DVD-R of the superior musical comedy The Sky's the Limit looks and sounds great -- it's in better shape than most RKO pictures of this era. We see more scratches around reel changes and that's about it. I'm sure most Savant readers are aware of this, but a wartime RKO picture can be easily identified by the fanfare behind the globe-and-tower opening logo, which uses the Morse Code for the letter "V" for Victory: Dot Dot Dot Dash. That's patriotism with class. The show has no extras. I've now seen all the Astaire pictures between his RKO and MGM years, and The Sky's the Limit belongs way in the plus column ... it's more entertaining than several of his more celebrated titles. For a Fred Astaire fan, it will be a welcome discovery.
On a scale of Excellent, Good, Fair, and Poor,
The Sky's the Limit rates:
Footnote:
1. I'm informed by faithful correspondent "B" that Joan Leslie's singing voice for My Shining Hour was dubbed by Sally Sweetland.
Reviews on the Savant main site have additional credits information and are often updated and annotated with reader input and graphics. Also, don't forget the 2011 Savant Wish List. T'was Ever Thus.
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