Lyrics by Johnny Mercer
Music by
Harold Arlen
Rube Bloom
Jerome Kern
Matty Malneck
Johnny Mercer
Victor Schertzinger
Additional songs:
Don Raye-Hughie Prince
Lew Brown-Charlie Tobias/Sam H. Stept
Book by John Mueller

Developed from The Sky's the Limit
An RKO motion picture with a screenplay by Frank Fenton and Lynn Root

John Mueller
Ohio State University
Mershon Center
1501 Neil Avenue
Columbus, OH 43201-2602 USA
614-292-2407 (fax)

May 14, 1999

The story

The musical derives from, and is built out from, The Sky's the Limit, a remarkable but little-known Fred Astaire film from 1943--his dark comedy. It tells the story of an omnicompetent flyer on leave during World War II who is on the make, but determined not to form any permanent attachments. To distance himself psychologically for a while from the war to which he will soon return, he dons civilian clothes. He deftly pursues an attractive woman and wins her, but soon comes to realize that he has gotten in too far and has fallen in love with her. When he tries to back away, she reverses the tables, pursues and corners him, and he finds himself engaged. Eventually, he is able to break off with her and, deeply bitter at his dilemma, and in song, salutes the woman he loves and the war, the two forces in his life he can't control: "Make it one for my baby and one more for the road." In his rage, he smashes up a barroom. At the end the pair are reconciled--and she discovers his true identity--at an air base just as he is about to fly back to the war.

Other important characters include an older man who is a rival for the woman, a cocky fellow flyer also on leave, two female singing mates of the woman who are attracted to the other flyer, and an unconventional stripper who viscerally attracts the other flyer but who remains inaccessible. There are also a dancing chorus and possibly other singers.

The war is, of course, a dominant, ominous presence in the story, but it is mentioned mostly in passing or in an incidental snatch of news. The musical is a comedy in structure and general effect, but, like the film, it is quite serious at base. Many of the references, quotes, and jokes are taken directly from the literature on the World War II homefront.

The music

The songs for The Sky's the Limit were written by Harold Arlen and Johnny Mercer, and include two classics: "One for My Baby" and the luminous ballad, "My Shining Hour." The latter is a parting song--it is about the wartime condition but, typical of many of the best songs of the era, never mentions it. The musical makes use of many other songs of the period and, to help supply unity, almost all of them have lyrics by the brilliant and witty Mercer. The musical tone should be big band swing and boogie woogie, including some Andrews Sisters arrangements. The orchestra might be roughly of big band proportions and instrumentation, and it could be placed upstage, behind a scrim for the intimate scenes, part of the action (or decor) for the various nightclub, canteen, and party scenes.

The choreography

The choreography would include material by Astaire as well as popular dance styles of the swing era, particularly jitterbug. There is also a number blending striptease, bubble dancing, fan dancing, and the polka.

The characters

Ted Atwell (Fred Astaire in the film). A flyer and a war hero, with no illusions about war's brutality, danger, and horror. Experienced, mature, confident, tough, effortlessly effective at (almost) everything he does.

Jean Manion (Joan Leslie in the film). A young woman who sometimes seems to see the war almost as a golden photo opportunity with which she can advance her preferred career as a photographer. By the end, she comes to comprehend what the war is actually about. A career woman with drive and self-confidence, she is also quite vulnerable. She is part of a female singing trio, but is in the process of abandoning that to pursue photography. She must be able to dance some as well.

Reg Fenton (Robert Ryan in the film). Ted's war buddy, also on leave. Often cynically manipulative and fatalistic, but charming and irrepressible. There is a rough camaraderie between the two men--while each is capable of being rather cruel to the other, it is clear there is no one better to have on one's side when the chips are down. A singer with some dance material, probably mostly comic.

Mary Saunders and Ann Peters (do not exist in the film). Jean's co-workers in a part-time, but professional, singing trio, in which Jean is no longer very interested. Mary is dizzy, insecure, and flighty, while Ann is down-to-earth and commanding. Each becomes enamored of war hero Reg, and he makes welcomed advances to them both, but soon tires of them. Singers.

Philip Harriman (Robert Benchley in the film). Publisher of Eyeful, a high-class gossip magazine. He is Jean Manion's employer and wishes to marry her. Amiable, somewhat bumbling, but not a fool. Has humor and a certain dignity. He greets Ted's intrusion into his and Jean's life with a mixture of helpless tolerance and amused derision. Sings.

Queenie (does not exist in the film). A compellingly voluptuous, but distressingly virtuous, stripper who attracts Reg. She must be able to dance, but need not be a singer.

Bugler (does not exist in the film). Either an actual bugler or a dancer who mimes playing the bugle. Preferably both. A member of several musical numbers. Does not speak or sing.

Joe. A bartender.
Canteen hostess.
Sloan. An aircraft manufacturer.
Buddy. Another flyer.
Dancing ensemble, singers.

A sketch of the script


Scene 1. A soldier with bugle is picked out by a spot light. He begins a bugle call which soon turns jazzy, setting the orchestra (at first in darkness) into a boogie vamp. Three women in women's army uniforms (Jean, Mary, and Ann) join the bugler to sing the Andrews Sisters version of Boogie-Woogie Bugle Boy of Company B. This leads to a New York street scene and the crowd joins in on the number with much raucous jitterbugging. To the crowd's enthusiastic adulation, war heroes Ted and Reg are paraded through.

Scene 2. After the celebration Reg and Ted meet and discuss conquests planned for their several days' leave before reassignment to the war. Ted has changed to civilian clothes so that he won't constantly be asked about the war. Reg argues that a war hero's uniform is the best way to attract women and plans to exploit the advantage to the full. They sing On the Beam.

Scene 3. A night club. Jean enters hurriedly and goes to the bandstand. Ted has spotted her on the street and follows her in. She joins Mary and Ann for Don't Sit Under the Apple Tree. Afterwards she joins her publisher, Harriman, at the bar and expresses her desire to get in on the war effort as a photographer--she is discontent as a part-time singer and society-page photographer. Ted calmly moves in on the pair, and she finds him interesting in an obnoxious sort of way. She is called to the bandstand to sing My Shining Hour, then leaves for home in some irritation, Ted following after.

    Reg, in full uniform, now enters and impresses Mary and Ann. Mary is dazzled and agrees to go to her apartment to wait for him. Ann meaningfully sings Tomorrow You Belong to Uncle Sammy to him.

Scene 4. Ted catches up with Jean on the street. She is startled, then merely wary, but gradually softens a bit to his charm. He amiably notes that My Shining Hour is a fine song, but that, like her, it takes itself a bit too seriously; together they sing a parody of it in which the hour is seen to be "shining" because the singer has had too much to drink. After she goes into her apartment, Ted wakes the landlady and rents the apartment next to Jean's.

    Reg and Ann enter and in anticipation sing Hit the Road to Dreamland. They exit into her apartment (in the same building as Jean's) together.

Scene 5. In her apartment (also in the same building), Mary waits somewhat uncertainly and guiltily for Reg. She soliloquizes: I'm Doin' It for Defense. But he never appears.

Scene 6. The next morning Jean is startled to find that Ted has entered her apartment through a window and has cooked her an elegant breakfast. Amazed at his audacity, she tries to size him up; she is puzzled by his evasiveness about his background and by his apparent joblessness. She offers to try to find him a job at Harriman's magazine, and he accepts. He sings to her about things to come in Something's Gotta Give.

Scene 7. A canteen, in full motion, that evening. From the bandstand, a raucous rendering of GI Jive led by Queenie. Ted and Jean enter--he is disappointed not to be alone with her, and in addition he feels awkward as the place's sole male civilian. She goes to the bandstand to perform I've Got a Lot in Common With You and he engagingly horns in on her act. She is at first embarrassed and irritated by the intrusion, then amazed at what a fine performer he is. They are highly compatible by the end of the number.

    Reg shows up and calmly puts Ted through torture by threatening to tell Jean of Ted's true identity. Soon Reg becomes fascinated by the highly provocative, but rather inaccessible, Queenie. The scene ends as Reg leads all in a spirited rendition of Accentuate the Positive.

Scene 8. Ted and Jean walk home pensively from the canteen. He asks her what she is looking for in a man and she responds with some lines from Wordsworth about a vaporous ideal that scarcely resembles Ted--in fact, they really don't have much in common, it seems. Touched, and realizing that he has foolishly allowed himself to fall in love with her, he kisses her on the cheek and says, "Good night, baby." She is considerably bewildered.

Scene 9. In their apartments, Ted and Jean have separate, partly simultaneous, soliloquies. They sing Fools Rush In.


Scene 1. On the street in front of the apartment building the next morning, a chorus of men in uniform about to leave for overseas reprises Don't Sit Under the Apple Tree with their girls; the treatment is jaunty, but knowing. Ted emerges during the number and watches thoughtfully. Reg enters and gives Ted the news that their leave has been cut short--they must report for duty in two days. He also discusses his as-yet-unfulfilled quest for Queenie. Jean, Mary, and Ann emerge from the apartment building. Jean joins Ted, and they leave for the office for a job interview with Harriman that Jean has arranged. Mary and Ann latch on to Reg. They sing Hangin' On to You to him, but he escapes.

Scene 2. At the office Ted shows up for the job interview with Harriman. Instead of discussing employment, Ted muses indirectly about the dilemma he is in, and even offers the puzzled Harriman some tips about how to be successful with women. They sing If You Build a Better Mousetrap.

    After Ted leaves, Jean calls to find out how the interview went; Harriman accidentally informs her of the regard Ted holds for her. Jean is elated.

Scene 3. Ted enters his apartment in the early evening and is amused to discover that Jean has reversed things: she has broken in and has prepared a romantic dinner for him. Appealingly dressed, she subjects him a mock reverse seduction routine--showing him etchings, plying him with drink. When he asks what this is all about, she meaningfully reprises Something's Gotta Give, and pertly announces that they are going to be married. Finding her irresistible, he leads her in a romantic dance duet of consummation to My Shining Hour.

Scene 4. Missing Reg, Mary and Ann mournfully, if comically, sing Not Mine. From his office, Harriman joins in.

Scene 5. The next morning Ted runs into his landlady who tells him of her daughter's worry over her soldier husband. The war's reality again intrudes on Ted. Partial reprise of Fools Rush In.

Scene 6. At a party that evening (the last on leave for Ted and Reg), Queenie leads a number to Strip Polka. To her intense irritation, Reg drunkenly horns in on her act and breaks it up.

    Jean has arranged for Ted to meet an important aircraft manufacturer at the party (she has learned that Ted knows about airplanes). Ted announces his plans to get very drunk, but humors her by agreeing to wait until after the job interview. At his "interview" Ted bitterly berates the manufacturer for making a faulty product. Deeply hurt at what she takes to be Ted's contempt for her efforts and concern, Jean walks out on him. Harriman leads Ted to a quiet bar nearby.

    Reg's pursuit of Queenie has gone terminally awry, and he is violently rejected. Ann and Mary emerge and vengefully sing Goody Goody.

Scene 7. At the bar of Act I, scene 3, where Ted and Jean had met, Harriman discloses that through gossip-column connections he has been able to dope out who Ted is. Ted, utterly miserable, asks him to keep Jean in the dark and to let them both forget the episode. After Harriman leaves, Ted sings One for My Baby and smashes up the barroom in rage.

Scene 8. At a Long Island airbase Reg brags of his conquests (with only one real failure) but is disconcerted to learn that someone else has been successful with Queenie--though only after promising to marry her. Ted (who is now in uniform) is dispirited and distant.

    Jean enters Harriman's office. She remains hurt and miserable, still trying to get over the affair. Harriman again proposes, and she again refuses. Finally concluding that there is no hope for him, Harriman decides he "might as well be noble about it" and arranges for Jean to photograph some bombers about to leave a Long Island airbase for the Far East. Ted and Jean, isolated on opposite sides of the stage, sing I Remember You.

Scene 9. At the base, Jean is astonished to come across Ted. There is a brief, disconnected dialogue, a parting kiss, and a promise by Ted to return to her. The orchestra plays My Shining Hour under this. Ted is hauled off by Reg and the roar of airplane engines momentarily drowns out the music, and then fades away. Jean, isolated on stage, watches the plane disappear as the music returns to I Remember You rendered by a backstage chorus with the bugler playing an obbligato and returning to the position he was in at the beginning. The orchestra plays a few brusk, conclusive notes, and he sharply places his bugle under his left arm and salutes. There is a second of silence with only the bugler and Jean illuminated, then a blackout.

Musical Numbers


The Boogie-Woogie Bugle Boy of Company B (Raye-Prince, 1941)....BUGLER, JEAN, ANN, MARY, ensemble
On the Beam (Mercer/Kern, 1942)....REG, TED
Don't Sit Under the Apple Tree (Brown-Tobias/Stept, 1942)....ANN, MARY, JEAN
My Shining Hour (Mercer/Arlen, 1943)....JEAN
Tomorrow You Belong to Uncle Sammy (Mercer/Arlen, 1942)....ANN, others
My Shining Hour (reprise)....TED, JEAN
Hit the Road to Dreamland (Mercer/Arlen, 1942)....REG, ANN
I'm Doin' It for Defense (Mercer/Arlen, 1942)....MARY
Hit the Road to Dreamland (reprise) REG, ANN
Something's Gotta Give (Mercer/Mercer, 1954)....TED
G.I. Jive (Mercer/Mercer, 1944)....QUEENIE, BUGLER, ensemble
I've Got a Lot in Common with You (Mercer/Arlen, 1943)....JEAN, TED
Accentuate the Positive (Mercer/Arlen, 1944)....REG, with QUEENIE, BUGLER, ensemble
Fools Rush In (Mercer/Bloom, 1940)....TED, JEAN, BUGLER


Don't Sit Under the Apple Tree (reprise)....Ensemble, BUGLER, REG
Hangin' On to You (Mercer/Arlen, 1943)....ANN, MARY
If You Build a Better Mousetrap (Mercer/Schertzinger, 1942)....HARRIMAN, TED
Something's Gotta Give (reprise)....JEAN
My Shining Hour (reprise) (dance)....TED, JEAN
Not Mine (Mercer/Schertzinger, 1942)....ANN, MARY, HARRIMAN
Fools Rush In (reprise)....TED
Strip Polka (Mercer/Mercer, 1942)....QUEENIE, with REG, BUGLER, ensemble
Goody Goody (Mercer/Malneck, 1936)....MARY, ANN
One for My Baby (Mercer/Arlen,1943)....TED
Finale: I Remember You (Mercer/Schertzinger, 1942)/My Shining Hour (reprise)....JEAN, TED, BUGLER, chorus

"One For My Baby," "My Shining Hour," and "I've Got a Lot in Common with You" are from The Sky's the Limit. "Hangin' On to You" was also written for his film, but was neither used nor published, and probably has never been performed. The music has just been rediscovered.

"Hit the Road to Dreamland," "I'm Doin' It for Defense," and "Tomorrow You Belong to Uncle Sammy" are from Star Spangled Rhythm. The highly suggestive third chorus for the last of these, found recently in the Paramount studio archives, not surprisingly went unused in the film.

"If You Build a Better Mousetrap," "Not Mine," and "I Remember You" are from The Fleet's In.

"On the Beam" was written for You Were Never Lovelier for Fred Astaire. It was not used in the film, though Astaire did make a commercial recording of it.

"Accentuate the Positive" is from Here Come the Waves.

"Something's Gotta Give" is from Daddy Long Legs and was written for Fred Astaire.

The Andrews Sisters perform "The Boogie-Woogie Bugle Boy of Company B" (briefly with a dancing bugler) in Buck Privates and "Don't Sit Under the Apple Tree" in Private Buckaroo.



Scene 1 A street in New York City, afternoon
Scene 2 Elsewhere in the city, afterwards
Scene 3 A nightclub, that evening
Scene 4 In front of an apartment building, that night
Scene 5 Mary's apartment
Scene 6 The kitchen of Jean's apartment, the next morning
Scene 7 A canteen, that evening
Scene 8 Same as I4, a bit later
Scene 9 Ted's apartment/Jean's apartment, immediately after


Scene 1 Same as I4, the next morning
Scene 2 Harriman's office, that afternoon
Scene 3 Ted's apartment, that evening
Scene 4 Mary's apartment/Harriman's office, that night
Scene 5 Same as I4, the next morning
Scene 6 A plush apartment, a party in progress, that evening
Scene 7 Same as I3, later that night
Scene 8 At an airbase/Harriman's office, some days later
Scene 9 At the airbase, later that day

Time: September 1942