I said ‘music,’ and Father said ‘bottlecaps.’ Father won. Two New England college music students Danny O’Neill (Fred Astaire) and Hank Taylor (Burgess Meredith) repeatedly fail their exams so that they can stay in college and play in their band, O’Neill’s Perennials. They change their attitude, however, when they meet Ellen Miller (Paulette Goddard) who agrees to be their manager and both attempt to woo her as a way of eventually getting a job in Artie Shaw’s band but Shaw woos Ellen to be his secretary and the guys fail their auditions. Ellen tries to persuade millionaire J. Lester Chisholm (Charles Butterworth) a wannabe mandolin player to fund a concert which will debut Danny’s song but the guys get in the way and muck it up by pretending to be married to her. To get things back on track they have to keep this eccentric backer Chisholm from forcing Shaw to have him play at their gig … Astaire and Meredith are the oldest students in movies and if that’s a silly premise in itself (albeit I knew someone who failed for twenty years to avail of a family bequest which lasted as long as he stayed in college) and this occasionally veers on the puerile (even for B-movie standards) it’s still hard to dislike. Astaire’s masquerade as a Russian refugee performing his nation’s songs is funny and at some point the film has to incorporate his dancing expertise – which it does as he conducts his own composition in the concluding concert number with aplomb and a little tap. Butterworth is drolly amusing. Goddard is luminously beautiful, as you’d expect and acquits herself well in a murderous dance sequence (I Ain’t Hep to that Step But I’ll Dig It) with Astaire but clarinet supremo and band leader Shaw is no thesp. Dig that swing, though! Billy Butterfield dubbed Meredith’s trumpet solo while Bobby Hackett played for Astaire. Musos will recognise several numbers. Frank Cavett wrote the story while the screenplay is by Elaine Ryan and Ian McLellan Hunter with uncredited contributions by songwriter Johnnny Mercer and Ben Hecht. That’s quite the band. Directed by H.C. Potter.