There may be troubles ahead/But while there's moonlight and music and love and romance Let's face the music and dance...

Before the fiddlers have fled/Before they ask us to pay the bill/And while you still have the chance/Let's face the music and dance...

Soon we'll be without the moon/Humming a different tune and then/There may be teardrops to shed/So while there's moonlight and music and love and romance/Let's face the music and dance ...

Irving Berlin

IN ONE OF the stunning final scenes from "Pennies From Heaven," beleaguered song-sheet salesman Steve Martin (Arthur) escapes to the movies with Bernadette Peters (the former schoolteacher, Eileen), unaware that police are after him as a suspect for a brutal rape and murder he did not commit. Director Herbert Ross ("Funny Girl," "The Turning Point") uses the scene to make the contrast between Arthur's idealized fantasies of a world that could be and the ugly reality of his life in Depression-era America. While their miserable lives wait to resume outside the theater, Arthur and Eileen watch an elegant Fred Astaire-Ginger Rogers number. In their fantasy, they dance in front of the movie screen, and then become Astaire and Rogers.

"As Arthur and Eileen's situation became more desperate, I wanted this escape scene to be more rarefied, more perfect, to contrast more sharply," Ross said. "As we know they were becoming tapped, I wanted their dreams of perfection to become more perfect -- it becomes more poignant.

"I wanted an Astaire-Rogers number. I thought those movies were high art, the acme of pop culture. They were the synthesis of the perfect dream life, not only in how you look, but in how you move, the clothes you wear, and the situations you find yourself in," Ross said.

In looking for appropriate music for that climactic dance scene, Ross auditioned an enormous number of 1930s recordings and films. "I screened all sorts of the social dramas and working-class fantasies in that escapist vein till I found the song I was looking for. I knew I wanted to use an Irving Berlin record, and I searched through thousands of them looking for that perfect song. You're only allowed to use one Berlin song per film, you know. It's just a rule he has always maintained. He's still alive, you know.

"As far as choosing the music goes, we had far less choices than the British production, especially because we were limited by time." Since the 1978 BBC production was a six-hour series, "they were able to choose much more general music. I was always in hunt of very, very specific music and lyrics, because of my restricted time," Ross said.

Ross finally elected "Let's Face the Music and Dance" from the 1936 Fred Astaire-Ginger Rogers vehicle "Follow the Fleet." "It suited the scene perfectly. I was anxious to use as lip-synch a soundtrack, instead of just recorded material. I felt that the number was the perfect dramatic choice."

Having chosen the music for the scene, Ross said he was forced to change locations. "We had originally planned to shoot in an original, ornate '30s movie palace, but found we didn't have enough money at that point." Ross surmounted the problem by using an image of an usherette in a painting by Edward Hopper for the proper '30s ambiance. "I kept referring to the Hopper paintings and Reginald Marsh photographs for color and a sense of the period. They matched the emotional landscape I conceived for the characters," Ross said.

"We had two givens for this scene: one, they were sitting in the cinema; and two, they were watching Fred Astaire and Ginger Rogers.

"[Choreographer] Danny Daniels and I split the duties on the scene -- he designed the physical dances and I coordinated the spoken and visual portion." Ross envisioned having Martin walk in front of the movie screen, followed by Peters, after which they turn into Astaire and Rogers.

"For the establishing shot, we shot over their shoulders while they were sitting in the movie theater," Ross explained. "When they are looking at the Astaire number, we cut to their point of view and inserted the original Astaire footage.

"In another corner of the studio, we set up a movie screen on a small stage, which we curtained off to close in the proscenium opening. This is when you see Steve and Bernadette walk into the scene," Ross said.

First Ross had Martin and Peters duplicate the original dance steps in the lower righthand corner of the movie screen, using a startling rear projection technique. "The scene was timed to the action in 'Fleet.' The reflections had to marry to the soundtrack of the picture. All this was done in one small corner of the studio," Ross said.

"When we cut back to them on the stage, we see the scene behind them, reflected in mirrors," Ross said. "It's an astonishing effect -- like 3-D," Ross said.

The pair then replace the originals in the scene and finish the dance number. To achieve this illusion, Ross and production designer Ken Adam, who designed seven of the nine James Bond films, meticulously duplicated the set from "Follow the Fleet."

Ross and Daniels modified an image from another Astaire movie to complete the dance sequence. "In the first part of the dance routine, they're matching the original action. The second part was original choreography by Danny Daniels. In "Top Hat,' Astaire did a number with 12 boys in which their canes turned into guns. That led to our conception of the canes becoming weapons and finally, cage bars," Ross said.

"We also tracked down people who had worked on the original movie for advice.They told us that Ginger Rogers' dress in that scene was made of gold beads with blond fur, so we had more authenticity. And it was much heavier than Bernadette's. They said that dress used to cut Ginger's feet, and Astaire used to do those numbers in very long takes.

"Personally, I remember the Astaire sequences from my childhood. It's probably why I always wanted to be a dancer. I had worked with Astaire before, remember. I choreographed and directed his last television show, this was after I did 'Funny Girl,' and just before 'Good-bye, Mr. Chips,' so it must have been around '68 or '69," Ross recalled. "He was already 71, and he danced with Barrie Chase. I remember I did 'Limehouse Blues' and 'Oh, You Beautiful Doll.' It was very thrilling as a dancer and a choreographer to work with him."

Shooting the number went rather quickly. "Actually, we finished in less than three days. We did 18 weeks of filming to complete the firm," Ross said.