Rita Hayworth as Rusty Parker is the COVER GIRL du jour--she's one of the dancing girls in Danny McGuire's club, the most special one according to Danny (Gene Kelly) and pretty much anyone who comes across her. Take for example, Vanity magazine magnate John Coudair (Otto Kruger): enchanted by Rusty's resemblance to her grandmother Maribelle (also played by Hayworth in flashbacks), whom he wooed devotedly when he fell in love with her, he tries to relive his youth by fixing what he thinks went wrong between himself and Maribelle. He doesn't believe that Danny could give Rusty happiness, or everything she should be entitled to--he even gets Danny believing this himself. When Rusty shoots to fame as Vanity's 'Cover Girl', Danny drives her away into the ready and waiting arms of Noel Wheaton (Lee Bowman). So what happens when Danny returns to town with his sidekick Genius (Phil Silvers) in tow, only to discover that Rusty is marrying Wheaton?<br /><br />As a musical, COVER GIRL benefits from the beautiful score and songs written by Jerome Kern and Ira Gershwin, including the Oscar-nominated 'Long Ago and Far Away' (possibly one of the most gorgeous ballads ever written and beautifully, sweetly sung as a duet by Hayworth and Kelly), Maribelle's number 'Sure Thing' (the more lacklustre 'Poor John' isn't a Kern/Gershwin collaboration) and 'Put Me To The Test'. The dancing, of course, is top-notch, since Gene Kelly had more than just a hand in the choreography. It shows in the simplest of dances, for example his dance with Hayworth to 'Put Me To The Test', or the joyfully exuberant 'Make Way For Tomorrow' number (performed by the trio of Danny, Rusty and Genius)... which foreshadows the reaction Gene's character has to the police cop in the title number in SINGIN' IN THE RAIN. Kelly especially scored a technological and artistic coup with the 'Alter-Ego' dance. Like its successors in ANCHORS AWEIGH and AN AMERICAN IN PARIS (Jerry the Mouse and the 16-minute ballet respectively), this dance is an example of the incredible innovation and creativity Kelly brought to the modern film musical: wanting to use the film medium to present dances that couldn't be showcased on a stage, and years before CGI, Kelly insisted on dancing with the one person who could possibly match him in talent and style--himself. The number is hardly five minutes long, but it (and Kelly's genius) still takes one's breath away, even sixty years down the line. This is the reason I watched COVER GIRL, and if nothing else, this dance is truly worth it.<br /><br />You can tell that a great deal of money was lavished onto COVER GIRL and Rita Hayworth--not that she doesn't deserve it. Witness the scene when Rusty hits Broadway--the large screen showcasing all the different cover girls gives way to a staggeringly large stage rigged for Rusty's entrance. Hayworth is indeed one of the most effortlessly beautiful girls on show in the film, and she dances with a style and grace that is almost worthy of Kelly. (Very few of Kelly's co-stars have that honour.) She is hilarious in some scenes, for example her drunk scene when John and Wheaton come to get her from Joe's.<br /><br />For some reason, however, her performance still lacks the spark of greatness which would help COVER GIRL overcome its general curse of mediocrity. That curse is only lifted whenever Gene Kelly is on the screen (dancing or no), or when Eve Arden as John's long-suffering secretary 'Stonewall' sidles by with another cutting comment or clever observation. Since the film, in the end, belongs to Hayworth, neither Kelly nor Arden can save it as a whole. This isn't to say that the film is bad--it isn't. It's enjoyable, with great songs and cute numbers and lots of pretty girls to look at. But it's just not quite a classic. The dancing is classic though--so watch COVER GIRL for that, and you won't regret it.