This RKO film was directed by George Stevens, based on a P.G. Wodehouse story. It starred Fred Astaire and Joan Fontaine (the studio believed that the bloom was off the Fred Astaire/Ginger Rogers pairing), with George Burns and Gracie Allen as the comedy leads. Reginald Gardner had a role as a butler who was nuts for the operettas of Flotow.
This was the last film score Gershwin completed (he died the same year, before finishing "The Goldwyn Follies"). Robert Russell Bennett orchestrated the score, which contains the songs "Nice Work if You can Get It," "A Foggy Day," and "Things are Looking Up." There is also an orchestral section, entitled "Stiff Upper Lip," which accompanies a wild trip by Astaire, Burns, and Allen through a funhouse at an English country fair. This active number takes the trio through moving floors, a turntable, rotating tubes, disappearing stairs, and mazes of distorting mirrors. Gershwin used groups of woodwinds in different keys from each other to depict the actors and their goofy reflections.
The film was not highly successful; the studio blamed the choice of Fontaine instead of Rogers as Astaire's dancing partner/love interest.