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The Sky's the Limit (I) (1943)

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Flying Tiger Fred Atwell sneaks away from his famous squadron's personal appearance tour and goes incognito for several days of leave. He quickly falls for photographer Joan Manion, ... See full summary »



(original screenplay), (original screenplay), 2 more credits »
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Title: The Sky's the Limit (1943)

The Sky's the Limit (1943) on IMDb 6.5/10

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Nominated for 2 Oscars. See more awards »



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Complete credited cast:
Joan Manion
Robert Benchley ...
Phil Harriman
Reginald Fenton
Elizabeth Patterson ...
Mrs. Fisher
Marjorie Gateson ...
Canteen Hostess
Freddie Slack ...
Freddie Slack - Leader of His Orchestra
Freddie Slack and His Orchestra ...
Freddie Slack's Orchestra


Flying Tiger Fred Atwell sneaks away from his famous squadron's personal appearance tour and goes incognito for several days of leave. He quickly falls for photographer Joan Manion, pursuing her in the guise of a carefree drifter. Written by Diana Hamilton <>

Plot Summary | Add Synopsis


Approved | See all certifications »




Release Date:

13 July 1943 (USA)  »

Also Known As:

Lookout Below  »

Company Credits

Production Co:

Show detailed on  »

Technical Specs


Sound Mix:

(RCA Sound System)

Aspect Ratio:

1.37 : 1
See  »

Did You Know?


Some moviegoers complained after the movie came out about the amount of glass that was destroyed by Fred during his solo dance number in the bar, as Americans had been contributing similar items for the war effort. See more »


In the opening Flying Tiger air battle, the single wing fighter Fred is pursuing becomes a biplane when shot down. See more »


Joan Manion: [Fred and Joan have just finished a dance number] Where did you learn to dance like that?
Fred Atwell: Arthur Murray.
See more »


Featured in Great Performances: The Fred Astaire Songbook (1991) See more »


One for My Baby (and One More for the Road)
Music by Harold Arlen
Lyrics by Johnny Mercer
Sung and Danced by Fred Astaire
See more »

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User Reviews

The Perfect Furlough
10 August 2007 | by (Kissimmee, Florida) – See all my reviews

THE SKY'S THE LIMIT (RKO Radio, 1943), directed by Edward H. Griffith, returns song and dance man Fred Astaire to the studio where history was made with his on-screen partnership opposite Ginger Rogers in their nine musicals from 1933 to 1939. Ten years since his introduction to the screen, and having acquired new dancing partners ranging from Eleanor Powell at MGM and Rita Hayworth at Columbia, Astaire takes a sentimental journey back to where it all began, with Joan Leslie, on loan from Warner Brothers, as his co-star in a war-time theme quite popular in the 1940s. A routine story that could very well have been used as any one of the Astaire and Rogers collaborations, THE SKY'S THE LIMIT, minus the lavish sets, with an in-joke reference to Ginger Rogers, is a shining hour and a half of old-fashioned screen entertainment.

Plot Summary: Set during World War II, Fred Atwell (Fred Astaire), a Flying Tiger pilot, along with his buddies, Reginald "Red" Fenton (Robert Ryan) and Dick Merlin (Richard Davies), becomes a celebrated war heroes and center of attention in a ticker tape parade. Because they are scheduled to do personal appearances during their ten day leave, with no time for themselves, Fred breaks away from a national tour on the next train stop, hitching rides into the city, changing into cowboy attire and having a perfect furlough for himself. He later encounters Joan Manyon (Joan Leslie), a photographer on assignment at the Colonial Club, and takes an interest in her. Coping with Fred's constant annoyance to get acquainted, she has her work cut out for her with her employer, Phil Harriman (Robert Benchley) who keeps her from important overseas assignments in order to keep her near him with the hope she'll say yes to his marriage proposals. As a toss-up, Joan starts dating Fred, who by now has moved into her apartment building to be near her. By the time Joan starts showing an interest in Fred, "Red" and Dick step in on Fred's territory, Dick dancing with Joan while "Red" forces Fred to do a snail dance on top of the table in public in order to keep Joan, who believes Fred to be an unemployed drifter, from learning his true identity. A strain in their relationship takes its toll with Joan wanting Fred to find work, but when he turns down good job offers, she starts doubting whether Fred cares for her or not.

The motion picture soundtrack with songs by Harold Arlen and Johnny Mercer include: "My Shining Hour" (sung by Joan Leslie); "My Shining Hour" (sung by Fred Astaire); "I've Got a Lot in Common With You" (sung and danced by Astaire and Leslie); "My Shining Hour" (danced by Astaire and Leslie) and "One for My Baby" (sung and danced by Astaire). While "My Shining Hour" received an Academy Award nomination as best song, it's "One for My Baby" that's as memorable as Astaire's now classic solo dance number. For an Astaire musical, the songs are few and far between, with the emphasis striving more on plot than music. An old song standard, "Three Little Words" can be heard instrumentally as dance music conducted in the night club sequence by Freddie Slack and his Orchestra.

The supporting cast consists of some familiar faces, including Elizabeth Patterson (Millie Fisher, the landlady); Marjorie Gateson (The Canteen Hostess); Clarence Kolb (Harvey S. Sloan), along with Paul Hurst, Olin Howland and Clarence Muse in smaller roles. For anyone familiar with the Astaire & Rogers musicals of the 1930s might get a feel of nostalgia seeing their co-star of five musicals, Eric Blore, working opposite Astaire for the last time, appearing briefly as Jackson, the valet, or as he phrases it, "a gentleman's gentleman." Blore's cameo lasts slightly over a minute and goes without any screen credit.

In spite of Astaire's name heading the cast, it is evident by the film's conclusion that THE SKY'S THE LIMIT belongs to Joan Leslie, a very popular leading lady during the World War II years. Still in her late teens and assuming the role of a woman in her twenties, she handles her assignment well, although she's much too young to be having the likes of middle-aged Benchley and slightly younger Astaire going after her. Nicely paced at 89 minutes, it's only slow point goes to humorist Robert Benchley acting as guest of honor of a Sloan Air Craft benefit where he attempts reading a 1936 chart to the guests, a routine reminiscent to one of his many comedy shorts that doesn't seem to work well by today's standards.

As entertaining as it is underrated, THE SKY'S THE LIMIT, distributed on video cassette through Turner Home Entertainment during the 1990s, and formerly shown on American Movie Classics prior to 2001, can be seen periodically on Turner Classic Movies. (***1/2)

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