The Sky's the Limit (1943)

Joan Manion: You know, purely in a sociological way, you interest me. A little.
Fred Atwell: Well, it's a beginning, isn't it?
Joan Manion: Don't get me wrong! What interests me is this passion you seem to have for having your picture taken.
Fred Atwell: Let's talk it over.
[to bartender]
Fred Atwell: I'll have the same, please.
Joan Manion: You know, I'm supposed to be taking pictures of celebrities.
Fred Atwell: Couldn't I be the fellow who never gets his name mentioned? The one they call 'a friend'? You know: 'Ginger Rogers - and friend.'

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

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In one scene Joan Manion (played by Joan Leslie) is asked by Fred Atwell - a.k.a. Fred Burton (played by Fred Astaire) if her boss, Mr. Harriman (played by Robert Benchley), has ever proposed marriage to her: She replies that he has attempted to numerous times, but keeps getting side-tracked by discussions of such things as the "sex life of polyps". It turns out that in one of Robert Benchley's earliest films he played a "Doctor Benchley" in the film The Sex Life of the Polyp where he lectures Women's Clubs on this interesting creature that can change its sex.
A Fred Astaire solo dance number (on a railroad track) was cut from the film, although a print containing it was shown in New York until at least 1948.
The character played by Fred Astaire refers to Ginger Rogers and Rita Hayworth, Astaire's former co-stars.
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