A fantastic musical starring Gene Kelly and Rita Hayworth. He owns a nightclub where she dances. She's no star yet, but she gets a big break when she's chosen as a cover girl for Vanity, whose owner was actually in love with her grandmother. When he sees the resemblance, he picks her right away for a contest his maganzine is running. Hayworth's newfound fame at first works wonders for Kelly's club, but her star rises so quickly and so high up that his grasp on her begins to falter. This isn't the most original of plots, but the two leads really make it work. It also helps that the screenplay is great. Kelly's not yet at his peak, especially his peak as an actor. His dancing, however, wow. Hayworth is the star, but Kelly claims the film's most memorable moment as he dances passionately with his own reflection. It's obviously a take-off of Fred Astaire's shadow dancing in Swing Time, but I think Kelly one-ups it, which is hardly believable. In fact, this has got to be the most amazing dance sequence in film history, save perhaps the finale of An American in Paris several years later. The rest of the songs are also excellent, and the musical numbers are even better. Too bad Rita didn't sing her own songs (well, she may have a couple of them, as her singing voice seemed to be different sometimes). Her dancing is wonderful, as is the rest of her acting. It's hard not to love her in anything. She's really one of the few truly beautiful women from the classic era. Not plastic like many of them; no, you can really see the warmth in that woman. Her smile is so disarming. Phil Silvers has the role as Kelly's best friend, and he is also very funny. The trio of Kelly-Hayworth-Silvers is obviously the kernel which became the Kelly-Reynolds-O'Connor trio in Singin' in the Rain eight years afterwards. One of the biggest musical numbers in the film seems almost completely pilfered with the "Good Morning" number in Singin'. I do think Singin' in the Rain is the better film, as Cover Girl is a little rough around the edges. This roughness, though, just adds to the charm. There are aspects of this film that beat Singin' in the Rain, and even An American in Paris. For instance, the central relationship is more emotionally involving. Instead of the dominant older man chasing the little girl (Leslie Caron and Debbie Reynolds were just teenagers, after all), we have a very nice relationship with two people who seem more like equals. There is no chasing around - an aspect that does unfortunately turn a lot of the best musicals a little sour, you have to admit. Kelly and Hayworth are a couple from the start, and when that begins to fray, I really felt it. 9/10.