First of all, in defense of JOAN FONTAINE, it must be said that Ginger Rogers would have been terribly miscast as Alyce, the young British lady who has the title role. Fontaine makes a fetching picture as the heroine here, but her acting inexperience shows badly and her dancing is better left unmentioned. Fortunately, she went on to better things.<br /><br />But here it's FRED ASTAIRE, GEORGE BURNS and GRACIE ALLEN who get the top billing--and they are excellent. Fans of Burns & Allen will be surprised at how easily they fit into Astaire's dance routines. Especially interesting is the big fun house routine that won choreographer Hermes Pans an Oscar. They join Astaire in what has to be the film's most inventive highlight.<br /><br />Unfortunately, not much can be said for the slow pacing of the story--nor some of the stale situations which call for a lot of patience from the viewer. It must be said that some of the humor falls flat and the usual romantic misunderstandings that occur in any Fred Astaire film of this period are given conventional treatment. Only the musical interludes give the story the lift it needs.<br /><br />Some pleasant Gershwin tunes pop up once in awhile but not all of them get the treatment they deserve. The nice supporting cast includes Reginald Gardiner, at his best in a polished comic performance as a conniving servant, Constance Collier and Montagu Love (as Joan's father mistaken as a gardener by Astaire).<br /><br />It's a lighthearted romp whenever Burns & Allen are around to remind us how funny they were in their radio and television days. Both of them are surprisingly adept in keeping up with Astaire's footwork.<br /><br />Director George Stevens makes sure that Joan Fontaine's hillside dance number with Fred is filmed at a discreet distance but clever camera-work cannot disguise the fact that she is out of her element as Astaire's dance partner, something she seems painfully aware of.