Released December 24, 1937.
Directed by W.S. Van Dyke II.
Produced by William Anthony McGuire.
122 minutes.
German title: Hoheit tanzt inkognit (The Princess Dances in Disguise)

Based on the Romberg/Gershwin Broadway musical with book by William Anthony McGuire and Guy Bolton, but filmed with all new songs by Cole Porter. Screenplay: William Anthony McGuire. Photographer: Oliver T. Marsh. Art Direction: Cedric Gibbons. Set Decoration: Edwin B. Willis, Joseph Wright. Music Director: Herbert Stothart. Sound: Douglas Shearer. Dances: Albertina Rasch. Montages: Slavko Vorkapich. Editor: Blanche Sewell. Assistant Direc­tors: William Scully, George Yohalem. Musical Presentation: Merrill Pye. Music Arrangements: Roger Edens. Orchestra and Vocal Arrangements: Léo Arnaud, Murray Cutter, Leonid Raab, Paul Marquardt. Costumes: Dolly Tree. Dances for Cadets: Dave Gould, Frank Floyd. Assistant Dance Director: George King. Music Recording: Mike McLaughlin. Technical Ad­viser: Count Andrey Tolstoy. Music conductor: Georgie Stoll.

The stage Rosalie, produced by Florenz Ziegfeld, ran for 335 performances beginning January 10, 1928 at the New Amsterdam Theatre. Sigmund Romberg composed eight numbers for the show and George Gershwin seven. (Gershwin’s best song in the score was “How Long Has This Been Going On?”) The original stage Rosalie was Marilyn Miller, the undisputed queen of the American musical in the 1920s. Her Lt. Richard Fay was Oliver McLennan, and Frank Morgan was the original King.

Nelson Eddy (Dick Thorpe)
Eleanor Powell (Rosalie Romanikoff)
Ray Bolger (Bill Delroy)
Frank Morgan (King Frederic Romanikoff)
Ilona Massey (Brenda)
Edna May Oliver (Queen)
Billy Gilbert (First Officer Oloff)
Reginald Owen (Chancellor)
George Zucco (General Maroff)
Virginia Grey (Mary Callahan)
Tom Rutherfurd (Prince Paul)
Janet Beecher (Miss Baker)
Clay Clement (Captain Banner)
Oscar O’Shea (Mr. Callahan)
William Demarest (Army’s coach)
Rush Hughes (Announcer, as himself)
Wallis Clark (Major Prentice)
Richard Tucker (Colonel Brandon)
Jerry Colonna (SecondOfficer Joseph)
Wilson Benge (Steward)
Pierre Watkin (Superintendent of Academy)
Tommy Bond (Mickey, the mascot)
Purnell Pratt (Ship captain)
Ricca Allen (Schoolteacher)
Al Shean (Herman Schmidt)
Frank Du Frane (Superintendent’s aide)
Ocean Claypoole, Katharine [Kay] Aldridge [later a Republic serial and western star] (Ladies-in-waiting)
Edward Earle (Navy officer)
George Magrill (Assistant Army coach)
Lane Chandler (Army coach)
Phillip Terry, William Tannen (Cadets)
George Humbert (Carlo, peasant)
Max Davidson (Chamberlain)
Harry Semels, Roy Barcroft [later a top villain at Republic], John Picorri, Sidney Bracy (Conspirators)
The Albertina Rasch Dancers
Gene Conklin, Tudor Williams (Soloists)
Joe Marks (Puck)
Alexander Canepari (Town crier)
George Boyce, Harry Masters, Dave White (Specialty dancers)
Donald Sadler (Dancer)
Marie Arbuckle, Bernice Alstock, Elinor Coleson, Grace Neilson, Barbara Whitson (Vassar soloists)

One of seventeen top-grossing films of 1937-1938.


Our hero, Dick Thorpe (Nelson), is not only a West Point cadet but a football hero playing his last game against Navy. (“Thorpe” was probably thought more masculine than “Fay,” the original stage name, possibly because of the success of football player Jim Thorpe.) It is Dick’s last chance for glory, but he begs the coach (William Demarest) to let his buddy, Delroy (Ray Bolger), go in instead. The coach demurs until Dick is injured after racing sixty-five yards with the ball. Delroy gets his chance, much to the delight of his girlfriend, Mary (Virgina Grey), in the stands.

Also in the stands are Rosalie (Eleanor Powell) and her girlfriend, Brenda (Ilona Massey). Rosalie is cheering for Navy, although Brenda thinks they ought to cheer for Army since their kingdom of Romanza has no navy. Thorpe returns to the game and Rosalie announces prophetically that she hates him for his conceited airs. Delroy fumbles the ball with six seconds to play, but Dick saves the day.

The team’s cute mascot, Mickey (Tommy Bond of Our Gang), claims Dick’s helmet, since Dick will never wear it again. Dick makes him a present of it. “The only helmet I’ll wear from now on will be a steel one.”

In the locker room, poor Delroy gets an irate note from Mary saying she won’t let him humiliate her again. She is leaving for Europe immediately with her father. Cheer up, Dick urges. There will be a lot of girls at the party that night—Vassar girls.

In dress uniform, the cadets march to meet the girls, caroling “The Marine Hymn.” At the party, they encounter their defeated rivals and serenade them with “Anchors Aweigh.” Rosalie is just confiding to Brenda that she hates Dick Thorpe because all the other girls like him, when Dick sweeps her onto the dance floor. Her sarcasm stimulates Dick’s interest no end. She tells him that she never misses an Army game, but not because he is playing. She just likes to watch the soldiers parade. They remind her of her own soldiers. “Your soldiers?” Dick asks. “My dream soldiers,” she replies hastily.

Rosalie inquires mischievously what he can do besides play football. Well, he replies, he can fly a plane, he’s good with a gun, and he can sing. Would she like to hear him? “No, not again.” And what exactly does she do when she’s not ribbing him? he counters. She’s a good swimmer, she answers, and she rides beautifully and can dance. Would he like to see her? “No, thanks.”

We next see Dick polishing his airplane, newly rechristened “Rosalie.” We are all set for a lovely airborne love scene with Dick serenading Rosalie among the clouds, but the plane turns out to be an earthbound prop. He must take more conventional transportation to reach Vassar.

In her dormitory, Rosalie does the best number in the film, explaining her agitation with “I’ve a Strange New Rhythm in My Heart,” as she taps from room to room. A few bars of “Night and Day” are interpolated in case we doubt Porter’s authorship.

Although it is bedtime, a visitor arrives to see Rosalie. General Maroff (George Zucco) has brought a message for Princess Rosalie from her father, the King. Americanized Rosalie rejects the General’s formal greeting and hugs him. And how is her father, who so hates being King? How is his juggling? The General tells her the King has tired of juggling and taken up ventriloquism. Indeed, he has become quite attached to his dummy and spends most of his time amusing the court. However, the General is getting away from the purpose of his visit. He has come to escort her home. Her mother has arranged her marriage to the son of the popular Chancellor in order to save the kingdom. They will leave in the morning.

Reluctantly, Rosalie consents. It is her friend, Brenda, of course, who loves the Chancellor’s son, while Rosalie will miss more than just her girlfriends when she leaves America. Dick arrives beneath her window at that moment.

First, he tries some opera at Delroy’s urging. The windows are ominously dark. Then he turns to “Rosalie.” The lights go on, and the entire dorm applauds. Rosalie sends them off to bed and greets her “dream soldier, reporting for duty.” See, he tells her triumphantly, she said he wouldn’t go around the block to find her, and he has come thirty miles. She replies that a better test would be four thousand miles. How would he like to meet her in Romanza for the spring festival? She will be dressed as Pierrette.

Dick determines to fly the Atlantic, much to Delroy’s horror. “Why there’s nothing to it anymore,” Dick assures him. “They do it every week now.” Delroy decides to go by boat and meet Dick when he lands. Then Delroy can pretend he has faced death to fly to Mary’s side.

In Romanza, Princess Rosalie is acknowledg­ing the cheers of her subjects as she parades on horseback through the flower-decorated streets. On a horse at her side is her fiancé, Prince Paul (Tom Rutherfurd). They are in animated conversation, but it is football, not love, that consumes their interest.

While Rosalie attends to official duties, her father, the reluctant King (Frank Morgan), is entertaining the court with his dummy, “Nappy.” His indomitable wife, the Queen (Edna May Oliver), and his Chancellor (Reginald Owen) are impatient for him to sign a proclamation announcing the Spring Feast Day and granting amnesty to political prisoners. The King recalls that when he signed such a proclamation the previous year, a poor misguided fellow put a poor misguided bullet through his hat. If it had been an inch lower, it would have gone through his head. “You’d never have felt it, Frederic,” his wife assures him, holding out the paper for his signature.

The King has promised Rosalie that Paul can marry Brenda, but the Queen and the Chancel­lor, Paul’s father, soon put an end to that nonsense. In her room, Rosalie refuses to dress for the festival. The last train has arrived without Dick. Brenda, happy in her expectation of marrying Paul herself, tries to cheer Rosalie up.

Overhead, Dick is having trouble finding Romanza. The airport radio is manned by two idiots, one double-talking (Jerry Colonna) and one sneezing (Billy Gilbert). They do an interminable comedy scene with Delroy, who is waiting in his flying suit to join Dick when he lands. Delroy has to hide when his girlfriend, Mary, and her father (Oscar O’Shea) show up to await his arrival. Dick manages to locate the airport after seven minutes and twenty seconds of this tedium.

The starving peasants of Romanza are near revolt, as well they might be, considering that the palace has rooms the size of airplane hangars and the decor of a Byzantine mausoleum. While we are supposed to be enjoying a people’s feast day, the musical numbers are presented in splendid isolation on a vast floor, with the King and Queen viewing them, equally isolated on a monumental dais at one end of the mammoth room. First Brenda tells us “Spring Love is in the Air,” accompanied by nymphs and satyrs, but more is ahead.

If Rosalie cares for her people, the Queen tells her rather surprisingly, she will dance for them. It doesn’t matter that there is not a “people” in sight, except a group of uninspired dancers gyrating dully to some exciting Borodin music. (This may be an insert from the Davies’ Rosalie.) The General interrupts to announce that an American flier is about to land. Rosalie leaps up. She will dance. She wouldn’t want to break her promise to her father, just as he mustn’t break his promise to her. She refers to his promise that she won’t have to marry Paul, and he splutters as she goes off to dance. At his wife’s insistence, he has already arranged for the announcement of Rosalie’s engagement to Paul.

At the airport, Dick lands, and Delroy manages to get through the crowd and emerge from the plane door in time to convince his girlfriend Mary that he actually has flown the Atlantic. The King greets Dick and invites him to the festival. Dick confides that he has flown to Romanza to find a girl. The King offers to help. He has quite a few addresses. Dick thanks him but thinks he will just wander the streets until he finds his Pierrette.

Back at the palace, Dick and Delroy are treated to a musical number involving dozens of Pierrettes. How will Dick ever find her, the King wonders. Cymbals crash and a group of giant drums is rolled out, followed by a masked Pierrette in tap shoes. Dick has found her.

Rosalie does an elaborate production number to her namesake song, tap dancing over and through the drums to rhythms more appropriate to Broadway than the Balkans. In a thrilling finale, she spins down a ramp, bursting through cellophane-covered hoop after hoop. It is a splendid number, but totally unrelated to a princess dancing for her people on a religious feast day.

Afterward in the moonlit garden, Dick tells Rosalie again that he loves her: “In the Still of the Night.” The tower bells begin to chime, and the Chancellor arrives to escort Rosalie to her betrothal ceremony. Dick thinks she has been mocking him again and departs in a rage. Rosalie tries to run after him, but the Chancellor blocks her way.

Delroy is also distraught. He has received another note from Mary. She won’t let him humiliate her again. She is leaving for America immediately with her father. However, to cheer Dick up, Delroy does some tap dancing over and around the boxes of fireworks that Mary bought to celebrate his arrival. Naturally they go off. The revolutionaries think it is a signal. To the same music that marked the battle sequences in The Firefly, the Romanzans storm the palace. “Why don’t these things ever happen in the daytime?” moans the sleepy King. The Chancellor suggests they flee to Vienna, but the King prefers America. “Over there, when people get mad, they just sit down,” he says, referring to the sit-down strikes of the 1930s.

This would be a good point for a happy ending, but we are not so fortunate. With more than thirty-seven minutes to go, we still have two Eddy songs and one Powell dance, inter­spersed with innumerable “comedy” routines. All the principals except Dick return to America by boat, talking all the way. The royal family visits West Point, and Rosalie asks for Dick as her escort, even though he is being held for court-martial for going AWOL.

Dick gives Rosalie an icily formal tour of West Point, including Flirtation Walk. When he fails to do any flirting, she cries, “I hate you!” and runs off. “I love you,” Dick whispers after her.

Paul and Brenda are doing somewhat better in the romantic locale when Dick discovers them. He tells Paul that Rosalie has gone looking for him, and Paul hurriedly departs, leaving the sympathetic Brenda to plead Rosalie’s case to Dick.

Left to ponder the complications of his love affair, Dick is surrounded by a group of passing cadets. He joins them in “It’s All Over But the Shouting,” and then, still marooned on an echoing soundstage in front of some West Point statuary and shrubbery, Dick delivers the dramatic “To Love or Not to Love.”

The King and Delroy have taken quite a liking to each other since they held a mutual insult contest on the boat. A ball is being given in the King’s honor, but he is nervously pacing up and down outside. Delroy suggests that the King abdicate and become just plain Fred. Just then, the Queen announces that Rosalie has run away and drags the King off to help find her. Dick is also ordered by his superior officers to search for her without alarming anyone.

Rosalie has decided that the safest thing to be at West Point is a cadet and so is togged out in a uniform and wig that Delroy has provided. A group of cadets begin to suspect, and so Rosalie leads them in a drill and tap routine.

Dick finds her, and she urges him to run away with her. “Prince Dick Thorpe,” he scoffs. But he loves her and reprises “In the Still of the Night.” Delroy arrives to find Dick kissing a cadet who, fortunately, is Rosalie.

Delroy tells them that their troubles are over. Tonight the King’s ventriloquist dummy has been replaced by little Mickey, the team mascot. The befuddled King gets a lecture from his dummy on his kingly duties. He recognizes the substitution, but agrees with Mickey’s arguments. He will abdicate. Rosalie can marry Dick, and Brenda can marry Paul, and no one will shoot at him anymore. Of course, he is still stuck with the Queen.

In a stupendous wedding finale, Dick and Rosalie march beneath dozens of crossed swords to a medley ending in “Rosalie.” The splendid set appears to be a matte shot, possibly from the earlier Rosalie. Thus ended Nelson Eddy’s first non-team vehicle.


While most of the reviewers had forgiven Jeanette for the weaknesses in The Firefly, the same gentlemen (and ladies) of the press found Eddy’s first solo effort “embarrassing” (New York World-Telegram) and reported that he “sings as well and inopportunely as can be imagined” (New York Times).

The New York World-Telegram continued that it was “a long-winded and artificial operetta….If the film had not been directed by W.S. Van Dyke II, its defects might be easier to understand.”

Variety called the film “a 250 lb. elf,” and the Times continued: “[it is] deploying its formidable phalanxes of talent in one of the most pretentious demonstrations of sheer mass and weight since the last Navy games.” (They were referring to battleships, not football.) “Eddy…looks adorable in his cadet uniform. For sheer length, breadth, weight and thickness, [Rosalie] is wearying.”


“In the Still of the Night” (Eddy)
“Rosalie” (Eddy)
“Oh, Promise Me” (Eddy)

Music in the Film

The original stage score by George Gershwin and Sigmund Romberg was entirely abandoned. All music and lyrics are by Cole Porter, except where noted. In listing performers after each title, “and” denotes a genuine duet, while commas between names indicate a sequence of singers.

Overture: “The Caissons Go Rolling Along” fragment, “Rosalie,” “Caissons” reprises
Marches at football game: “On, Brave Old Army Team,” “Anchors Aweigh” (orchestral)
“On, Brave Old Army Team” (Eddy and male chorus) – Philip Egner, INTO:
“The Caissons Go Rolling Along” (Eddy, male chorus, Ray Bolger) – Edmund L. Gruber,
“Anchors Aweigh” (same singers) – music by Charles A. Zimmerman, lyrics by Capt.
Alfred H. Miles
“Who Knows?” (unknown soprano)
“Who Knows?” reprise (Eddy)
“I’ve a Strange New Rhythm in My Heart” (Eleanor Powell dubbed by Marjorie Lane,
female chorus) with interpolated fragment of Cole Porter’s “Night and Day”
“M’Appari” [Ah, so pure] (Eddy) – from Martha by Friedrich von Flotow
“Rosalie” (Eddy)
“Why Should I Care?” (Frank Morgan)
“Spring Love Is in the Air” (Ilona Massey and chorus)
“Polovetsian Dances” (orchestra with Albertina Rasch Dancers) – from Prince Igor by
Alexander Borodin, INTO:
“Swan Lake,” Act II (orchestra with Rasch Dancers) – by Peter Ilich Tchaikovsky, INTO:
Tchaikovsky’s Symphony No. 6, 2nd movement, Allegro con grazia
“Rosalie” reprise (orchestra with chorus, Powell dances)
“Close” (orchestral behind garden scene)
“Goodbye Forever” [Addio] fragment (Eddy) – Sir Paolo Tosti
“It’s All Over But the Shouting” (Eddy and male chorus), INTO:
“To Love or Not to Love” (Eddy, male chorus)
John Philip Sousa Medley (Powell dances) – contains “Washington Post March,” “Stars and
Stripes Forever,” “Sempre Fidelis,” “El Capitan,” “Parade” by Herbert Stothart, reprises of “El Capitan,” “Stars and Stripes Forever,” and “Who Knows?”
“In the Still of the Night” reprise (Eddy)

Wedding March from “A Midsummer’s Night Dream” – Felix Mendelssohn
“Gaudeamus Igitur” (Eddy and male chorus) – traditional
“Oh, Promise Me” (Eddy) – music by Reginald DeKoven, lyrics by Clement Scott
“Rosalie” reprise (Eddy and chorus with organ)
“It’s All Over But the Shouting” reprise (orch.)
“It Wasn’t Meant for Me” by Cole Porter was copyrighted for the film but not used. “Close,”
also copyrighted, appeared only as background music. Porter wrote six different versions of the title song before one was chosen.