This is deservedly considered Fred Astaire's weakest film, not in his performance, but in the plot line and in its production values. First of all, as a 42 year old college student who has stayed in school simply for the fact that as a student, he continues to have gigs as the college's band leader (along with Burgess Meredith!) is already a ridiculous set-up. Then, how the two best pals try to sabotage each other for the love of their young manager (Paulette Goddard, who would end up marrying Meredith in real life!) during a public audition with Artie Shaw's band isn't realistic considering the alleged closeness of their friendship. (I'm surprised that they didn't have Meredith didn't sit up front sucking on a lemon while Astaire played his solo). Toss in Charles Butterworth as the mandolin playing benefactor of a concert Shaw is giving and a plot to keep him off stage with his mandolin during the performance, and there's little to do but groan.

In spite of the fact that next to Joan Fontaine, Goddard was considered Astaire's weakest dancing partner, she actually does good in their one number together. He may have worked her hard and given her some fairly easy steps, but she manages to pull it off. Goddard does have some romantic chemistry with Astaire, not as light on her feet as Ginger Rogers, but equally as sexy. The big band sequences feature some fun if unmemorable jazz music, and Astaire's dance while conducting Shaw's band seems strangely out of place. Still, there are some moments of amusement and any film where Astaire dances can't be all that bad.

You know a film is in trouble when middle-aged Burgess Meredith and Fred Astaire play college students!!! Mostly it's an excuse for music, however--and the plot seems secondary.

Meredith and Astaire claim to be friends but throughout the film they stab each other in the back again and again. Sometimes they do this to get the girl (Paulette Goddard) and sometimes they do it do get jobs. Either way, they are both obnoxious and selfish jerks. In many ways, this plays like a Hope-Crosby film but without the laughs and the repartee between the characters seems quite forced. The bottom line is that unlike Hope and Crosby, the pair in this film are not likable. And so, it's hard to care about the film unless you are just watching to see and hear Artie Shaw and his orchestra. The bottom line is that even with Charles Butterworth (who is always a joy to watch),the film suffers from bad writing, too much music and unlikable characters--not a recipe for a good film. Avoid it unless you have absolutely nothing better to do...like washing your hair or counting the tiles in your kitchen floor.

After Fred Astaire finished his RKO contract in 1939 with The Story of Vernon and Irene Castle, he freelanced for the rest of his career. His first film under the Paramount banner was Second Chorus which had him co-starring with marrieds to be Paulette Goddard and Burgess Meredith and big bandleader Artie Shaw. There seems to be a consensus among the reviewers that this was Astaire's worst musical film and I'm not going to dispute that.

Of course second rate Fred Astaire is better than most and he does have some nice dance numbers, but even they're not up to his usual creative genius. I think Astaire realized he was in a turkey and walked through it to collect his paycheck and move on to something better.

Poor Paulette Goddard however. She was just beginning her career and she had gotten good notices for Modern Times and The Women. She had been in stage choruses before so it wasn't like she didn't have any musical training. The following year she was in another musical disaster, the independent United Artist film Pot O' Gold with Jimmy Stewart. That was with another bandleader, Horace Heidt. Something about Paulette and bandleaders. Anyway she got a long term Paramount contract for the Forties and much better parts including three DeMille films.

As an actor, Artie Shaw was a great clarinetist and bandleader. Of course he joins other great contemporary thespians like Glenn Miller, Tommy Dorsey, and Benny Goodman all who made Hollywood films at the time. His band has a few great numbers though I would have liked to have seen Shaw reprise his all time classic instrumental hit, Begin the Beguine.

The film starts off kind of dumb to begin with. We're asked to believe that the 41 year old Fred Astaire and his pal Burgess Meredith are a pair of perennial college students who keep flunking courses to stay in college so they can advertise their band as a college orchestra. Even Jack Oakie didn't stay in college forever.

After horror of horrors Meredith graduates they have to start looking for work and they keep trying to get a break with Artie Shaw. Of course it all works out in the end, but for those interested in seeing the film, I shan't say how.

Charles Butterworth is on hand to play another of his droll eccentrics and he gets a few laughs. But unless you like Fred Astaire and/or Artie Shaw you might well skip Second Chorus.