This was Hayworth's first starring role in a big-budgeted film from her home studio, Columbia Pictures. While the film was in production, Life magazine put her on its cover, and featured a photo of Hayworth kneeling on a bed in a nightgown, which soon became one of the most widely distributed pin-ups of all time. Hayworth cooperated enthusiastically with Astaire's intense rehearsal habits, and was later to remark, "I guess the only jewels in my life are the pictures I made with Fred Astaire". The picture was very successful at the box office, turning Hayworth into a major star, and provided a welcome boost to Astaire, who felt his career had flagged since he had parted ways with Ginger Rogers.
Theater owner and womanizer Martin Cortland asks for the help of his choreography manager, Robert Curtis, to impress beautiful headstrong dancer, Sheila, in his classes. Robert is impressed by Sheila's attitude, which one of the dancers, Margo, finds remarkable because Robert is not usually impressed by his dancers so easily. Meanwhile, the owner of the theater is out buying an anniversary gift and wants to get something for Sheila. He picks a diamond bracelet and has it inscribed. Realizing that he should get something for his wife, he chooses a cheap back scratcher.
Back at the theater, he sends for Sheila to come to his office. He presents her with a gift box, and she guesses that it is a diamond bracelet. Martin excitedly tell her that it is for her, and asks her if she understands what his expectations of her are. She smiles uncomfortably, and says they have an understanding.
Attractive Mrs. Cortland arrives, and Sheila puts down the bracelet and gets up to say hello to Mrs. Cortland, before leaving quickly. Martin is immediately on the defensive, and as he replaces the box in his jacket, his wife looks at him accusatorially. Martin tells her to stop looking at him that way. He demands to know why she is asking him if it is her look.
Proud of himself, he changes the subject, and tells her that he remembered their anniversary because his assistant reminded him, and to check his jacket pocket, in which she finds the bracelet instead of the backscratcher. Without looking at her, he tells her the gift is practical and useful, and she asks him what he means. He looks up and sees her holding the bracelet. Before he can say anything, she reads the inscription. She accuses her husband of cheating on her, again. Martin tells her says he bought it as a favor to Robert, to give to Sheila. Martin's wife is unimpressed with his attempted manipulation and states that he is slipping; for all the affairs he has had before, he has always had better excuses, but now he is just boring. She lists names of women and places, and Martin gives her feeble excuses about each one. She tells him that it is not her he needs to convince, but twelve strange men. She walks out, leaving the bracelet with him. Marton puzzles over her comment for a full two minutes, before his eyes widen in realization to what she is alluding.
Robert shows up, and Martin asks him to pretend that he and Sheila are dating, and that the bracelet was a present from him to her because he wife has threatened to divorce him. Robert does not care, and says that he deserves to be divorced, and that Martin's self-interest is apparent and disgusting, and Robert does not sympathize with his problem.
Martin points out that if she takes it all, Robert will not have a job anyway, so Robert feels forced to invite Sheila to dinner and pretend he cares for her in front of Martin's wife.
Sheila accepts his invitation, under the impression Robert actually likes her. The two dance together while at dinner. While Robert is attracted to Sheila's beauty and respects her talent, Sheila believes that Robert has deeper feelings for her than he does.
When the Cortlands arrive, Martin's wife asks her how she liked the present. Martin panics and clumsily gives Robert the bracelet under the table. Martin's wife is not convinced, until Robert presents Sheila with the bracelet. Sheila opens the box, and immediately realizes it has all been a setup for Martin's wife's benefit, but she shocks Robert by gratefully kissing him for it twice. Humiliated in secret, she gushes about being happy to the surprise of Martin and his wife. She makes the excuse that she needs to phone her family, and gets up from the table. Robert follows her to apologize. A paparazzi shows up and asks who the woman was with Robert. Martin's wife slyly tells the paparazzi who she is and that Robert is engaged to her. The next day, Robert finds out the newspapers are reporting on him and Sheila, and accuses Martin of being behind this. Rather than reveal it was his wife who told the paparazzi, Martin claims ignorance. Martin asks him how much he weighs because he has received a draft card. Robert leaves to confront Sheila. Out in the street, an upset Robert almost runs over a man.
At Sheila's apartment, Capt. Tom Barton, Sheila's potential fiancée (and the man Robert almost ran over), is there to visit Sheila and invite her and her Aunt Louise to visit him and his mother at his army camp. Robert arrives at Sheila's apartment, but before letting him in, she asks Tom and Louise to wait in her bedroom. She lets a flustered Robert in. He is upset about the newspaper story, and blames her for giving wrong information to them. Sheila denies knowing anything about the newspaper story. While Sheila is talking to Robert, Tom asks if there is a gun in the house, and Louise pulls it out of a bedside table. Tom unloads the gun and storms out, threatening Robert, pretending to be Sheila's brother, upset that he has treated Sheila so badly. He brandishes the gun at Robert, who runs away. They all laugh at him once he is gone.
Robert rushes back to Martin's office, telling him that he is in danger and needs to join the army before he is shot to death. Martin tries to dissuade him. Robert goes to the enlistment office and gets into the army (after faking his weight). He quickly befriends fellow draftees Swivel Tongue and Kewpie Blain.
While in training at the army camp, he receives a letter from Sheila returning the bracelet, stating that she did not feel that it was right to keep it, and congratulating him for "being so chivalrous". Robert realizes how wonderful Sheila is.
After a series of confusions in which he meets Tom as an officer, Robert finds himself doing punishment duty in the guardhouse. While there, a group of African American Soldiers in the guardhouse play music, and Robert conveniently tap dances to it.
Sheila and her aunt show up to visit Tom and his mother at their house on the camp, and are told they will have to wait a while because the captain is busy. Sheila hears music coming from the guardhouse. She inevitably wanders over and watches Robert's dance. When he finishes, he notices her and comes over to talk, pretending to be an Army captain inspecting the guardhouse. He now appreciates her integrity, as well as her physical appeal and talent, and he asks to see her again. Because he is wearing a private's uniform, Sheila calls him out for his lying. Thinking quickly, he tells her that his uniforms were destroyed in a tent fire. He begs her, promising that his uniforms were on the way. Sheila agrees to see him, adding, "when you replace your uniforms", because she doesn't believe him.
Shenanigans ensue with Robert stealing a captain's uniform and showing up (without permission from his leadership) to where Sheila is staying at Tom's mother's house.
Not realizing at whose house he is, he asks the lady who answers the door to see Sheila. Tom's mother tells him she will be along shortly and asks who he is. Wearing the captain's uniform, Robert is forced to make up a story about being there from Washington D.C., to inspect the camp, and how the enlisted are being treated by the officers, not realizing that Tom and two of his friends, who are both captains, have been invited for lunch at that same time. Sheila shows up right before the other men arrive, surprised that he is in a captain's uniform. She tells him that Tom is on his way. Robert realizes in whose house he is. Sheila offers to take Robert out the back way, but Tom and his friends arrive.
Tom's mother introduces Robert as a captain from Washington D.C., there to do an inspection on officer relations with enlisted men. Tom does not let on that he knows Robert is only a private. Tom grins evilly and asks what his evaluation of the camp is. All the captains smile. Robert stammers that everything is wonderful, the accommodations are fine, and that the camp is performing great, knowing he is going to be in deep trouble when he gets back to camp.
Tom apologizes for being late, and pointedly stares at Robert, saying that the reason that they are late is because one of them had his uniform stolen. The captain without the uniform shoots proverbial daggers from his eyes at Robert, and asks Robert how he should handle the punishment of the person who stole his uniforms.
Robert uncomfortably suggests a little guardhouse duty to learn his lesson, and adds that he is sure that the thief is already suffering for having stolen them. Sheila walks him out, where he begs to see her again.
Martin appears on the base to produce a show for the enlisted men, and (at his request) is assigned Robert as his assistant, who offers Martin the use of his apartment in town if he makes Sheila his partner in the show. However, Martin is now in pursuit of another dancer, Sonya, and has promised the lead to her.
Robert refuses to do the show with anyone else but Sheila, and tells Martin to try out both in a rehearsal. Martin agrees, and Robert and Sheila dance, and Sheila understands that her feelings for Robert are still there.
After the rehearsal, Sheila's aunt and Tom's mother show up with Tom, who tells Sheila that he is being transferred to Panama, and wants to talk to her privately.
Robert is standing with Loiuse and Tom's mother, who inform Robert that the marriage proposal is imminent. Robert asks if Sheila is going to say yes, to which her aunt tells him of course. The families have known each other forever, and it was expected. Robert is freaking out because he realizes he may lose her.
Tom asks Sheila to marry him. Sheila says that she will think about it, and Tom leaves with his mother. Sheila tells Aunt Louise that she thinks Robert will propose to her that night, and that she still loves him.
Robert invites Sheila to his apartment, but Sonia is there. Robert tells Sonya to hide so Sheila doesn't think Robert is cheating on her. Sheila shows up, and Robert gives her a gift, accidentally giving her one inscribed to Sonya by Martin, angering both Sheila and Robert. Sheila refuses to perform with Robert, which causes the soldiers to come up with a "We Want Sheila" rebellion.
Sheila finally agrees, so Robert puts his plan (with a superficial pretense of romance) to work; in the show, the leads get married, so he gets a real priest to marry them, and the plan is put to work. In the end of the show, a real priest marries them, unbeknownst to Sheila.
After the show ends, Robert kisses Sheila, and announces that the priest was not an actor, but a real priest, to the audiences shock. He returns to the guardhouse.
Martin confesses his machinations of adulterous behavior to Sheila, who embraces him in relief and calls on her new husband, who illegally tricked her into marriage at the guardhouse.
The jilted Captain Tom Barton generously arranges for Robert's release for his honeymoon. Swiv and Blain attempt to break into the guardhouse to free Robert, not aware that he is already on his way to the honeymoon with Sheila.
The dance director was Robert Alton, Astaire's second-most-frequent choreographic collaborator, after Hermes Pan. Because Astaire generally choreographed his own and his partner's routines, Alton concentrated on the choruses. The choreography explores a diverse range of musical rhythms, some of which are artfully juxtaposed in Cole Porter's score.
"Rehearsal Duet": A short but virtuosic tap number, with Astaire and Hayworth dancing side by side.
"Boogie Barcarolle": A Porter number that, not unlike Robert Russell Bennett's Waltz In Swing Time from Swing Time, overlays two very different musical rhythms. Astaire leads the chorus, which includes Hayworth in an exhilarating and, for Astaire, unusual routine.
"Shootin' the Works for Uncle Sam": A song-and-dance number in which Astaire and chorus march through Grand Central Terminal. The choreography expresses the notion that Broadway-style dance rehearsals and army camp drills have much in common. The music and dance contrast march and jazz rhythms.
"Since I Kissed My Baby Goodbye": A haunting and melancholy Porter standard introduced by the Four Tones, an African-American quartet (lead singer Lucius "Dusty" Brooks, Leon Buck, Rudolph Hunter and John Porter), followed by a short Astaire solo, and all executed in the unrealistic (for its time) setting of an unsegregated guard house. Astaire also made a successful recording of this number with Decca in September 1941, backed by the Delta Rhythm Boys.
"March Milastaire (A-Stairable Rag)": Another Porter number contrasting march and jazz rhythms, danced in a "tour de force" tap solo by Astaire, who expresses his sudden joy of being in love by using his taps to make as much noise as possible. This time, the purely instrumental African-American backing group comprised the twenty-year-old Chico Hamilton on drums, Buddy Collette (clarinet), Red Mack (trumpet), Alfred Grant (guitar) and Joe Comfort (jug).
"So Near and Yet So Far": Porter's rumba melody is set to lyrics (sung by Astaire), which sum up the nature of Hayworth's irresistible allure. Astaire, clearly inspired by Hayworth's exceptional Latin dance pedigree, delivers his first onscreen synthesis of Latin-American and ballroom dance steps in a celebrated romantic partnering.
"The Wedding Cake Walk": Liltin' Martha Tilton's rendition of this cheerful song is followed by a routine involving Astaire, Hayworth and a large chorus, the former pair ending up dancing on a wedding cake in the shape of a tank.
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