"A Damsel in Distress" is definitely not one of Fred Astaire's better musicals. But even Astaire's bad films always had some good moments.

In "Damsel," Astaire is Jerry Halliday, an American musical star who is in London on a personal appearance tour. He meets Lady Alice Marshmorton (19-year-old Joan Fontaine), a beautiful English heiress, who hops into the back of a cab he is taking to escape a mob of admirers.

Jerry believes that Alice is being forced into a marriage by her rich aunt. He tries to rescue her from her family's country manor house, but soon discovers that the house staff is laying bets on which suitor Lady Alice will marry. Keggs (Reginald Gardiner) the conniving butler, and Albert (Harry Watson), the bratty house boy, each take turns alternately helping and sabotaging Lady Alice's romance with Jerry to make sure they win the bet.

This musical has numerous problems. First, there is the plot, based on a novel by P.G. Wodehouse (who co-wrote the screenplay). The story is slow, painful, and nerve-grating. When Fred is not dancing, we have to endure endless annoying scenes of (a) Fred romancing Joan Fontaine or (b) Keggs and Albert conniving against them and each other.

The butler and the house boy are especially irritating. They are one-dimensional stock villain characters, the kind of guys you just want to punch in the mouth. You wish they would get off the screen and let Fred dance.

Astaire suffers in the absence of his usual partner, Ginger Rogers. Joan Fontaine is a lackluster leading lady in this film, and is miscast in a musical. She has little going for her, character-wise, other than her lovely face and beautiful smile.

George Burns and Gracie Allen are along for the ride, as Jerry's publicist and his ditzy secretary. The duo adds some sorely needed chemistry to the plot, and Gracie has some funny lines, but she is also very annoying at times.

The direction of the movie by George Stevens is not well done. At times, the cinematography is horrible and off-focus. There are a number of outdoor scenes set on extremely foggy streets, to try to convince the audience that we are in London, not Hollywood. (They must have used tons of dry ice in this movie.) On the plus side, the songs by George and Ira Gershwin are terrific, and have become classic song standards. And of course, the dancing in the movie is exceptional, thanks to Astaire and his choreographer, Hermes Pan.

But the musical and dance numbers are ill-used and ill-staged. At times, the cast seems to start singing and dancing because, well, it's time for them to start singing and dancing. The musical numbers seem randomly inserted into the meandering plot. (At one point, the butler steps outside the manor house and breaks into an operetta solo for no clear reason.) The numbers include:  "I'm Dancing and I Can't Be Bothered Now" -- Fred dances well on a foggy traffic-filled London street. He does some great "cane-twirling" with a rolled umbrella -- but the number ends too soon when Fred jumps on a passing double-decker bus. (In the Broadway musical, "Crazy For You," Harry Groener did a much better version of this number with a group of chorus girls.)

 "Put Me To The Test" -- Fred, George, and Gracie do a trio tap dance in an English cottage. George and Gracie match Fred step for step, but the number ends poorly with everyone kicking each other for no reason.

 "Stiff Upper Lip" (The Fun House Number) -- At an amusement park fun house, Fred, George, and Gracie have fun dancing on the revolving floor, rotating barrel, and with the fun house mirrors. It's the best number of the movie, but it gets a little repetitious at times.

 "Things Are Looking Up" -- Fred and Joan Fontaine do their one dance number together in the film, prancing around the back woods of the country manor estate. Fortunately, it's a very simple dance number because Joan is not a great dancer.

 "A Foggy Day in London Town" -- Fred wanders around the foggy manor estate at night, crooning about the foggy day when he first met Joan in London. At times, he looks as if he's not sure which way he's going in the fog -- much like the musical number itself.

 "Nice Work If You Can Get It" -- A great song that is misused in the movie. During a social event at the manor house, Fred gets drawn into a chorus of dour-faced singers who are haphazardly singing this song. Each time Fred joins in, the other singers look at him as if they wish he would leave. (Again, Harry Groener did a better dance number with this song in "Crazy For You.")  "Drum Dance Number" -- As Fred and Joan are eloping, Fred has to stop and do one final tap dance number while banging a group of drums. As usual, it's a great dance number. But there's absolutely no need for it, except to prolong the movie.

The most contrived moment in the film comes when Fred decides to leap off a high stone balcony at the country estate in order to prove his love for Joan Fontaine. As he leaps from the balcony, he finds a conveniently-placed trapeze -- that's right, a *trapeze* -- hanging from a nearby tree. Fred (or rather, a stuntman in Fred's clothes) grabs the trapeze and swings to the ground from it.

The movie is worth owning on DVD for the dance numbers alone, but you feel indebted to the guy who invented the Fast Forward button on your remote. The >>FF button allows you to skip through the other, boring scenes in the film to get to the dance numbers.

Sentiment: negative