In theatrical history, Over the Top is remembered primarily because it introduced Fred and Adele Astaire to the musical theatre. Originally titled The Nine O'clock Revue (as it was conceived to begin at the "chic" time of nine p.m.) it was renamed Over The Top and eventually began at the more orthodox 8:30 curtain time. Adele was twenty and Fred was eighteen when they opened in the show at the Forty- Fourth Street Roof Theatre, on November 28, 1917. 

They performed three dances in the revue and received attention from the audience and excellent notices from critics. Louis Sherwin noted in the New York Globe. "One of the prettiest features of the show is the dancing of the two Astaires. The girl, a-light, spiritlike little creature, has really an exquisite floating style in her caperings, while the young man combines eccentric agility with humor." The production, however, was not the smash hit the Shubert Brothers expected and after only seventy-eight performances, it closed on Broadway and went on tour. While they were performing in Washington, successful producer Charles Dillingham saw the Astaires and asked them to do a show for him.

Before that, however, there was to be another Shubert show; The Passing Show of 1918, an extravaganza planned for the huge Winter Garden Theatre in New York, was even more elaborate than Over The Top. Rehearsals began in June, 1918, and the Astaires performed several songs, dances and skits in the show. After a tryout in Atlantic City, the production moved onto Broadway to open on July 25th and ran for 125 performances. Alan Dale wrote in the New York Journal. "Fred Astaire, with Adele of the same name, danced all evening in knots, and it made one swelter to look at them. Fred is an agile youth, and apparently boneless, like that nice brand of sardines." As part of their contract with the Shuberts, Fred and Adele also often appeared in the Winter Garden Sunday Night Concerts, co-starring with such major Broadway personalities as Al Jolson, Fannie Brice and Willie and Eugene Howard.

While the revue was in New York, Fred was introduced to his next lifelong passion, horse racing, at Belmont Park by fellow performers Gordon Dooley and Charley Foy. Never imagining that horses would become a major part of his life, Fred bet on his first horse, Tiger Rose, and won. He continued to "play the ponies" through bets with the bookies who inhabited the Broadway dressing room doorways throughout his stage career.

As was usual with successful Broadway shows of the period, the production closed in New York before the steaming "pre-air-conditioning" summer and moved onto the road where it toured until June, 1919. When star Frank Fay left the touring show, Fred inherited Fay's speaking roles, a new challenge. He knew he could please audiences in the song and dance sequences, but he now began to conquer the handling of dialogue.

Producer Charles Dillingham's offer to the duo during the road tour of Over The Top now became reality and their first assignment was the operetta Apple Blossoms. Nicknamed "C.B." by Fred and Adele, Dillingham was a large, stocky man with a ready sense of humor. The Astaires had a friendly professional relationship with Dillingham and his wife, with the older couple looking after the youngsters and Mrs. Dillingham even designing one of Adele's dance costumes for the show.

In Apple Blossoms, which opened at the Globe Theater in New York on October 7, 1919, with its heavier semi-classic score written by Fritz Kreisler, Fred and Adele only appeared in two dance numbers. They made important contributions to the show, however, receiving glowing press notices (one critic in Worchester, Massachusetts, wrote, "Twice during the evening, plot development ceased while Fred and Adele Astaire, brother and sister, showed dancing as a strong family trait. If the audience could have had their way, they probably would have been dancing yet") and increased visibility as legitimate stage stars. With their boundless energy hardly exhausted in the show, they visited popular nightclubs in New York, becoming new "fixtures" in Broadway theatrical nightlife. With their new combined salary of $550 per week, they invited their father to join them and their mother and live in New York in their new suite at the Hotel Majestic on Seventy- Second Street and Central Bark West. Frederic had remained in Omaha attempting to improve the family fortune, with little or no luck. He agreed to relocate to New York and the family was reunited once again.

As the hot summer approached, Apple Blossoms closed in New York after 256 performances and the company enjoyed a vacation until the show reopened on the road in September, 1920. Fred and Adele's salary now escalated to $750 per week for the long tour. Fred enjoyed frequent golf games with the show's star, John Charles Thomas, until the musical finally closed in April, 1921.

Their next operetta for Dillingham, The Love Letter, did not fare as well. Opening in New York at the Globe Theatre on October 4, 1921, it closed after only thirty-one performances, a major setback for Dillingham. His gamble to revive the European operetta formula which had proved so successful with Apple Blossoms now failed with The Love Letter. As with all of their shows, the Astaires added new experiences and expertise to their talent, with this show producing the famous "Runaround" dance (later called "The Oompah Trot") which they were to perform to great success in all future stage shows. It was devised one afternoon at rehearsal by dance director Edward Royce and incorporated into a "Nut" (or eccentric) dance they performed to the song "Upside Down." Most critics wrote about it in their reviews: "Next to the star (John Charles Thomas) the Astaires, once more dancing around him like fireflies, make the high score of the evening, getting four encores for their entertaining singing and 'nutty' dancing to 'Upside Down' and revealing in this and other whirlwind numbers that they have developed a penetrating comedy touch with their lips as well as their always ambitious feet" (New York Herald).

The Astaires' next vehicle came to them when Fred met Alex Aarons, a budding young producer who admired the Astaires' work and offered them roles in his next production. When The Love Letter closed they immediately went into rehearsals for Aarons' For Goodness Sake, still under contract to Dillingham, who graciously agreed to "loan them out" to Aarons until August, 1922.

For Goodness Sake was the first show to unite the Astaires with George and Ira Gershwin, who had written three songs for the production. Aarons had produced the Gershwins' first show, "La La Lucille", and was convinced of the musical team's potential. With dance director Allan Foster, Fred began creating and choreographing dances himself. The new production was more intimate than the extravagant revues and operettas Fred and Adele had previously appeared in and with added responsibilities in the show, they believed it to be their biggest step forward.

The musical comedy was a mild success, lasting for 103 performances at the Lyric Theatre. But Fred and Adele received their most glowing press notices yet: "The two Astaires are the principal assets...They can speak a little, act a little and dance quarts. They are as nice a twain as one could wish to see" (Alan Dale, New York Morning American).

Fate offered them their first opportunity to perform in London when Alex Aarons negotiated a production of For Goodness Sake with Sir Alfred Butt, a leading British producer of the time. The contract stipulated that Ann would accompany them and her transportation would be paid for, while Frederic chose to remain behind in New York. On their first international crossing aboard the Aquitania with Aarons and his wife, Fred and Adele's trip would be best remembered for a particularly unique event. Recruited to appear one evening as part of a benefit for the Seaman's Fund, the dancing couple were tossed and turned all over the dance floor by a choppy sea, at one point falling and sliding fifteen feet across the dance floor. After their initial surprise was over, the couple began to have fun with the number and ended up thoroughly entertaining the audience, being praised for their "Perilous dance" the rest of the voyage. The incident was later captured in 1951 for posterity in the film Royal Wedding.

Their show, retitled Stop Flirting!, went into a five-week rehearsal period with several changes made for the British audience. A Gershwin song, "(I'll Build A) Stairway To Paradise" (from George White's Scandals of 1922), was interpolated into the score and on opening night at the Royal Court Theatre in Liverpool, the audience stood and cheered. The "Runaround" dance was a particular favorite and the audience response required curtain speeches by the pair at the end of the performance.

Stop Flirting! moved to Glasgow, Scotland, and then to Edinburgh, before opening at the Shaftesbury Theatre in London. There, the crowd again cheered (shouting "'Core" for "Encore") and singing "Oompah-Oompah-Oompah" during the "Runaround" dance, creating the new nickname for the specialty. The engagement was marked by multiple visits from British royalty and cheering crowds and fans who returned time and time again to see the show.

The new "Darlings of the Day" settled in London for a long run and were readily accepted by the British stage stars of the time. They became weekend houseguests at many of the great houses of titled English families and Fred pursued his passion for horseracing with Sir Alfred. When the musical production moved from the Shaftesbury to the Queen's Theatre, Edward, the Prince of Wales attended and, upon his second visit, invited the brother and sister to supper after the show. Fred was fascinated with the dapper, vibrant young man, making mental notes of how he dressed.

The Prince of Wales eventually saw the show ten times, introducing other members of the Royal Family to Fred and Adele. His youngest brother. Prince George, became a close friend and the Omaha youngsters moved into a new social sphere. Adele even taught the Prince of Wales to tap dance.

The demand for tickets to the successful show continued and Stop Flirting! moved to the Strand Theatre. Just before Christmas, 1923, Ann decided to return to America to be with Frederic, who was ill in New York.

The show moved to Birmingham for five weeks. During a three-week break before the production would move back to London in February, Fred and Adele made their first visit to Paris, reveling in the performances of Maurice Chevalier, Mistinguett and the Dolly Sisters. Back in London, they moved into the Carlton Hotel and settled down for a long run at the Strand Theatre. The excitement and frivolity stopped when Sir Alfred appeared backstage one night to tell them that their father had died. The news came as a shock, for in her constant letters, Ann had not wanted to worry them and never described how ill Frederic had become. Sir Alfred offered to close the show for several weeks, but strongly suggested that they continue performing. The show went on.

In six weeks, Ann returned to London, ill herself. She spent some time at Sir Douglas Shields' nursing home and recovered.

Anxious about being away from the New York stage for an extended period, they contacted Alex Aarons and asked for him to arrange a new vehicle in the States for them. Aarons wired back that George and Ira Gershwin had been secured to write the full score for a new project. Through mutual agreement with Sir Alfred, Stop Flirting! finally closed in London, after 418 performances, although tickets could have continued to sell out. Their final night in London was bittersweet, with the audience singing all of the songs from the show with them and "Auld Lange Syne" at the final curtain.

Their contract with Alex Aarons for the new Broadway show (called Black Eyed Susan during rehearsals) was signed on top of their trunks while still in customs on that arrival day. They were then taken to George Gershwin's apartment to hear the entire score played by the composer. None of the participants fully realized that they would shortly be making theatrical history with Lady, Be Good.', the eventual title.

Fred and Adele began rehearsals for the new project and in four weeks, the company (including Cliff "Ukelele Ike" Edwards, Walter Cadett and Kathlene Martyn) left for the out- of-town tryout at the Forrest Theatre in Philadelphia. The Gershwins had filled the show with songs which would become "Signature" numbers for the Astaires: "Fascinating Rhythm," "The Half of it Dearie, Blues" and the title song.

The tryout was a resounding success and the company moved back to New York, to open at the Liberty Theatre on December 1, 1924. Opening night was an historic event, with Adele giving a speech after numerous curtain calls. The critics raved, the audiences roared and the Aslaires had returned to America with a bang! Soon, Alex Aarons and Sir Alfred Butt were making plans for the London production.

During the New York run of the show, they were offered $5,000 a week to appear at the Trocadero nightclub, to compete with the success that Moss and Fontana, a ballroom dance team, were enjoying at the Mirador, a rival club. It wasn't easy appearing at the club after performances of Lady, Be Good.', but Fred and Adele scored another personal success and forced the Mirador out of business.

'Lady, Be Good' ran in New York until September, 1925, (330 performances) and then went n tour. On January 16, 1926, the Astaires sailed for Europe, stopping First in Paris for a Holiday, and then, moving on to London for their March 1st rehearsals. After two-weeks of tryouts in Liverpool, the show opened in London at the Empire Theater to excellent reviews and spectacular ticket sales. For the London production, Fred and Gershwin decided to add a topical number to the show ("I'd Rather Charleston").

'Lady, Be Good' became such a hit that the English public began to consider the Astaires one of their own. The raucous boys from Oxford and Cambridge arrived at the show one evening, declared "Rugger Night," and sang all the songs and quoted all the dialogue with the cast. King George and Queen Mary attended, as well as Adeline Genée, the great ballerina who had inspired the Astaires many years before. Lady, Be Good! was the show to see.

Robert Benchley, renowned critic and literary wit, was signed to co-author Smarty's book with Fred Thompson. Bobby Connolly was staging it and the rest of the creative staff was the best of Broadway at the time. However, during tryouts in Philadelphia, the show ran into trouble. The vacuous plot about a jewel theft was weak and Benchley and Thompson rewrote constantly, with the actors having to carry pieces of paper with the ever-changing dialogue in their hands. After their nearly five-year string of successes, it was a nightmare for the Astaires. The rewrites continued as the show moved to Ford's Theatre in Washington, with Benchley being replaced by Paul Gerard Smith and popular comedian Victor Moore joining the cast. The last stop before New York was three days in Wilmington with the cast trying as hard as they could to make the shaky book come to life. The show, renamed Funny Face, opened in New York at the brand new Alvin Theatre on November 27, 1928 and was another smash hit for Fred and Adele Astaire. The Gershwins had once again supplied them with such standards as "'S Wonderful," "My One and Only," "High Hat," (the beginnings of Astaire's solo top hat, white tie and tails'—- persona), the title song and a comedy duet to "The Babbit and the Bromide," for their obligatory oompah trot/runaround dance. America welcomed their favorite brother-and-sister team home with open arms and the show ran for 250 performances.

Producer Walter Wanger invited the team to make a screen test for a proposed film version of Funny Face for Paramount. Although Paramount was more enthusiastic about the results than the Astaires, the film would not be made until thirty years later. Florenz Ziegfeld sent the team a telegram and it was decided that after the London run, they would indeed work for the legendary producer. As New York began its traditional summer heat wave, Funny Face closed and the cast enjoyed a vacation before they were to sail to Europe.

"Vacation" was dangerous for the Astaires. Fred was in an accident when the car he was riding in turned over. On July 8, 1928, Adele was involved in a more serious accident when the Fan Tail. a speed boat she was on with millionaire William B. Leeds, exploded. She was badly burned and spent the rest of the summer in the hospital.

Once Adele fully recovered, the Astaires went to London for Funny Face, which ran for 263 performances. On closing night. Adele met the man she would marry. Lord Charles Cavendish. Brought to the theater by Prince Aly Khan to see the show. Lord Cavendish was the second son of the ninth Duke of Devonshire. After the show closed. Lord Charles and Adele spent some time together in Paris and Charles followed her to America where he spent the winter training at a Wall Street Bank. Back in New York, the new Ziegfeld show co-starred Fred and Adele with Marilyn Miller, another reigning star of musical theater. Originally called Tom, Dick and Harry, the title was changed to Smiles in deference to Miss Miller's luck with productions that used her character's name as the title (Sally, Sunny and Rosalie), but the trifling plot, which merely offered opportunities for the expected Ziegfeld extravagance, remained. During the out-of-town tryouts most of the critics praised the Astaires as being up-to-date but criticized Miller for remaining old-fashioned in her approach and limited talents.

Astaire's growing expertise in choreography and staging was becoming recognized by the Broadway theater community. In October, 1930, Fred received a request from Alex Aarons to restage a song-and-dance number ("Embraceable You") for Aarons' newest production. Girl Crazy. Arriving at the Alvin Theatre, Fred Astaire met Ginger Rogers for the first time.

Ginger Rogers, born Virginia Katherine McMath on July 16, 1911, in Independence, Missouri, had spent many years performing in vaudeville and had recently signed a Film contract with Paramount. After success on Broadway in Top Speed (1929), she returned to play the ingenue lead in the new Gershwin musical. She described her introduction to Astaire in her autobiography:

"Alex called a knowledgeable friend of his and asked him to come over and look at the routines. That afternoon around 4:00, a very dapper gentleman walked into the theater and up to the mezzanine, where we were working. His name was Fred Astaire. Alex Aarons suggested we go through all the numbers, so Fred could see them. Fred then asked to see the 'Embraceable You' dance again. We stopped and started a dozen times while he added little steps here and there.-.Our choreographer wasn't very good, and Fred was able to change and tighten some valuable moves. He was easy to follow and I fell right in step with him. But to me he was just a man summoned to polish a few rough spots. There was no reason to be particularly impressed. I honestly didn't think of him again"

Although Smites lasted only 63 performances, it offered Astaire more opportunities to exercise his creativity. He had choreographed "Say, Young Man of Manhattan" for himself and finally been paired with someone other than his sister, giving him experience with different partners and allowing him to refine his eventual combination of elan, style and humor. Even the critics began to note his multi-talents: "Fred Astaire can dance as probably no one else ever has or will, when it comes to dancing rhythm. That Astaire boy can dance with or against rhythm; he's rhythm itself and there's no dancer in the world who can touch him at it! Besides Fred is doing plenty of acting here, also singing. It's likely all of the double-dances he's in, with his sister or Marilyn, were routined by him" (Variety). Following the closing of Smiles, Fred and Adele decided to vacation with Marilyn Miller in London and Paris. Before they sailed, producer Max Gordon offered them their next snow, a revue to be named The Band Wagon.

With music and lyrics by Howard Dietz and Arthur Schwartz, The Band Wagon tried out in Philadelphia and arrived in New York on June 3, 1931 at the New Amsterdam Theatre as a hit. With its revolutionary use of a turntable to change the scenes, the show offered Fred new opportunities with comedy, characterizations and a chance to dance with the Austrian ballet star, Tilly Losch, who would become another lifelong friend. The show ran for 260 performances, with one reviewer raving, "My weakness for the Astailes comes out again like a rash..-just you go and see Fred Astaire select a necktie and sing 'New Sun in the Sky.' Just you go and see Adele Astaire wiggle a hoop around her tummy. Just you go and see them and company in what practically amounts to an Astaire way to Paradise!"

The daughter of a prominent Boston doctor, Harold W. Baker, she was born Phyllis Livingston Baker, in 1909. After her parents separated, her father remarried and, from the age of ten, Phyllis was raised by her aunt and uncle, Mr. and Mrs. Henry Bull, a senior partner in the firm of Harriman and Company and leading figure of New York society and his wife. Recently separated from prominent socialite Eliphalet Nott Potter III, she was the mother of a young son, also given the rather unwieldy name of Eliphalet Nott Potter IV, but nicknamed "Peter."

When Fred asked Phyllis if he could call on her, she eventually invited him to her home to meet Peter. The couple's relationship blossomed and she came to see him in The Band Wagon, although accompanied by another (quite drunken) beau. Thereafter Astaire was determined to woo and win her and he began his courtship.

Rehearsals for Gay Divorce began in September, 1932 and, while working with dance director Carl Randall and co-star Clare Luce, Astaire explored a new style of dance for their duet to "Night and Day," a haunting Porter ballad. Tryouts were held at the Wilbur Theatre in Boston and once again the show was criticized for its weak book. The show moved to New Haven, and then, on to New York for its Broadway opening.

On opening night at the Ethel Barrymore Theatre, November 29, 1932, Phyllis sat in in the audience with a group of friends and Adele and Charles sent a wire which gave Fred the laugh he needed: "Now Minnie don't forget to moan, love." The critics all mentioned the absence of Adele and Astaire's new leading man status. Nevertheless, the show enjoyed a healthy run of 248 performances. Fred Astaire had managed to take the giant step from being one half of a team to becoming an individual.

The movies beckoned once again, with producer Mervyn LeRoy running into Astaire on a New York street and mentioning that Gay Divorce might be perfect film material. Astaire told his agent, Leland Hayward, that he was interested in films and Hayward contacted RKO Radio Pictures. David Selznick, head of the studio at the time, ordered Kay Brown to have a screen test made in New York in January 1933, which set the wheels of destiny in motion. Always attributed to an anonymous "Studio official," the word came back to Selznick: "Can't act. Slightly bald. Also dances." It was prophetic of Selznick that, despite even his own qualms, he realized Astaire's potential in Films.

Astaire was signed to a $1,500 per week contract with RKO for Flying Down to Rio. He was also contracted to appear in Gay Divorce in London following his film commitment. With the next few years of his life seemingly in order, Fred asked Phyllis to marry him. They were married in New York on July 12, 1933 and spent a one-day honeymoon on a yacht owned by Mrs. Payne Whitney, his friend Jack's mother. On July 14th, they flew to California.

On to The RKO Era...