Blue Skies is a 1946 American musical comedy film directed by Stuart Heisler and starring Bing Crosby, Fred Astaire, and Joan Caulfield. Based on a story by Irving Berlin, the film is about a dancer who loves a showgirl who loves a compulsive nightclub-opener who can't stay committed to anything in life for very long. Produced by Sol C. Siegel, Blue Skies was filmed in Technicolor and released by Paramount Pictures. The music, lyrics, and story were written by Irving Berlin, with most of the songs recycled from earlier works. As in Holiday Inn (1942), the film is designed to showcase Berlin's songs. The plot, which is presented in a series of flashbacks with Astaire as narrator, follows a similar formula of Crosby beating Astaire for the affections of a leading lady. Comedy is principally provided by Billy De Wolfe, and several musical numbers are performed by Olga San Juan. Joan Caulfield was the protégé of Mark Sandrich, who directed many of the Astaire-Ginger Rogers musicals. Sandrich was originally slated to direct this film, but died of a heart attack during pre-production and Stuart Heisler was drafted in to replace him. Heisler wanted Caulfield replaced, but Crosby—who was having an affair with Caulfield—protected her. Tap dancer Paul Draper was the initial choice to partner Crosby; however, during the first week of production Draper's speech impediment and his trenchant criticism of Caulfield's dance ability led Crosby to insist on his replacement by Astaire, who, then 47, had already decided that this would be his final film and that he would retire, having spent over 40 years performing before the public. The film was billed as "Astaire's last picture" and its very strong performance at the box office pleased him greatly, as he had dearly wanted to go out on a high note. The reasons for Astaire's (temporary) retirement remain a source of debate: his own view that he was "tired and running out of gas," the sudden collapse in 1945 of the market for Swing music which left many of his colleagues in jazz high and dry, a desire to devote time to establishing a chain of dancing schools, and a dissatisfaction with roles, as in this film, where he was relegated to playing second fiddle to the lead. Ironically, it is for his celebrated solo performance of "Puttin' On The Ritz," which featured Astaire leading an entire dance line of