Fred Astaire is a fashion photographer, Audrey Hepburn the shy young girl he makes over into a top model in this lavish musical with a winning Gershwin score, including "He Loves and She Loves," "How Long Has This Been Going On?," and more. Co-stars Kay Thompson, Ruta Lee. 103 min. Widescreen (Enhanced); Soundtracks: English Dolby Digital 5.1, Dolby Digital mono, French Dolby Digital mono; Subtitles: English; theatrical trailer.

Fred Astaire plays a fashion photographer based on real-life cameraman Richard Avedon, in this entertaining musical directed by Stanley Donen (Singin' in the Rain). The story finds Astaire's character turning Audrey Hepburn into a chic Paris model--not a tough premise to buy, especially within this film's air of enchantment and surrounded by a great Gershwin score. Based on an unproduced play, this is one of the best films from the latter part of Astaire's career. --Tom Keogh