Dance director was
Robert Alton, Astaire's second-most-frequent choreographic collaborator after
Hermes Pan. All of Astaire's numbers were directed by
Vincente Minnelli. The movie's opening featured
William Powell as Ziegfeld, who does the prologue. Most of the scenes have supporting casts and/or choruses not credited in the film. • "Here's to the Girls/"Bring on those Wonderful Men": by
Roger Edens and Arthur Freed and sung by Astaire. A carousel carrying masses of chorus girls wearing masses of pink ostrich feathers, mounted on real horses, serves as a backdrop for a solo dance by
Cyd Charisse, followed by
Lucille Ball dismounting and cracking a whip over eight chorus-girl panthers. The elaborate production number is followed by
Virginia O'Brien, similarly garbed but riding an obviously fake horse, singing the spoof "Bring On Those Wonderful Men".
Van Johnson,
Fred MacMurray and
Mischa Auer are cited in the song as men she finds interesting. Mischa Auer was not a heartthrob: She mentions the shortage of men. At the time the picture was filmed,
World War II had not ended, and huge numbers of American men were still serving in the armed forces. At the end, O'Brien breaks the fourth wall and calls to ‘the guy in the third row”. • In addition to the two principal singers, “
Traviata” includes a singing and dancing chorus of men and women. The women are dressed in striking gowns made to resemble butterflies or pieces of butterflies. • "
This Heart of Mine": classic
standard by
Harry Warren and Arthur Freed and written specially for Astaire who sings it to Bremer and then leads her in an extravagantly romantic dance of seduction and power-play. The choreography integrates rotating floors, concealed treadmills and swirling dance motifs. • "Love": another standard, this time by
Hugh Martin and
Ralph Blane, sung by
Lena Horne. The setting is in a dive somewhere in the Caribbean. • "
Limehouse Blues": conceived as a "dramatic pantomime" with Astaire as a proud but poverty-stricken Chinese man whose infatuation with the unattainable Bremer leads to tragedy. The story serves as bookends for a dream ballet inspired by Chinese dance motifs in a vast and
extravagant setting, as both Astaire and Bremer perform in
yellowface. • "The Great Lady Has an Interview": written by
Kay Thompson and
Roger Edens originally for
Greer Garson (who turned it down).
Judy Garland spoofs a movie star, who is typecast in
Oscar-winning dramas but wants to play "sexy" roles (à la
Ginger Rogers or
Betty Grable), giving an interview to dancing reporters about "her next picture": a biopic of Madame Crematon (the "inventor of the
safety pin"). Originally to be directed by Garland's friend
Charles Walters, Vincente Minnelli ended up directing the sequence (the two were dating at the time), and Walters was reassigned as choreographer. • "The Babbitt and the Bromide": Astaire and Kelly team up in a comedy song and dance challenge in three episodes—taking place in youth, middle age, and in Heaven— to music and lyrics by
George and
Ira Gershwin. All choreography was by Astaire (third section) and Kelly (first and second sections). This was the only time Astaire and Kelly appeared on screen together in their prime. In spite of efforts by Freed and Minnelli, the two would not partner again on film until ''
That's Entertainment, Part II'' in 1976. • "There's Beauty Everywhere": Originally filmed as a balletic finale with tenor
James Melton singing and Fred Astaire, Cyd Charisse, and Lucille Bremer dancing in a melange of soap bubbles. But when the bubble machine malfunctioned (leaving only a fragment of the number filmed) and the soap formula flowed into the hallways of the soundstage, the number had to be restaged, and the Astaire and Bremer sequence was cut out altogether. Kathryn Grayson replaced Melton. Segments of the "bubble dance" with Charisse remain in the final film, at the beginning of the piece. Some three dozen beauties in gold lamé gowns decorate the final stage. Ziegfeld Follies in lights appears behind Grayson. ==Surviving outtake of introduction==