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This filmed version of the 1927 George Gershwin Broadway musical Funny Face utilizes the play's original star, Fred Astaire, and several of the original tunes, then goes merrily off on its own. Astaire is cast as as fashion photographer Dick Avery (a character based on Richard Avedon, the film's "visual consultant"), who is sent out by his female boss Maggie Prescott (Kay Thompson) to find a "new face". It doesn't take Dick long to discover Jo (Audrey Hepburn, who does her own singing), an owlish Greenwich Village bookstore clerk. Acting as Pygmalion to Jo's Galatea, Dick whisks the wide-eyed girl off to Paris and transforms her into the fashion world's hottest model. Along the way, he falls in love with Jo, and works overtime to wean her away from such phony-baloney intellectuals as Professor Emile Flostre (Michel Auclair). The Gershwin tunes include the title song, "S'wonderful", "How Long Has This Been Going On" and "He Loves and She Loves"; among the newer numbers is Kay Thompson's energetic opener "Think Pink". For years available only in washed-out, flat prints, Funny Face was eventually restored to its full Technicolor and VistaVision glory.

Audrey Hepburn Jo Stockton

Fred Astaire Dick Avery

Kay Thompson Maggie Prescott

Michel Auclair Prof. Emile Flostre

Robert Flemyng Paul Duval

Virginia Gibson Babs

Suzy Parker Specialty Dancer

Sue England Laura

Sunny Harnett Specialty Dancer

Ruta Lee Lettie

Jean del Val Hairdresser

Alex Gerry Dovitch

Iphigenie Castiglioni Armande

Jan Bradley Crying Girl

Cecile Rogers Junior Editor

Marilyn White Receptionist

Karine Nordman French Girl

Fern Barry Southern Wife

Gabriel Curtiz Man Next to Hand Stand

Elsa Peterson Woman Buyer

Diane Du Bois Mimi

Heather Hopper

Peter Camlin Man Buyer

Albert Godderis Seedy Man

Nancy Kilgas Melissa

Nesdon Booth Southern Man

Genevieve Aumont French Actress

Donald Lawton Airport Clerk

Don Powell

Elizabeth Slifer Mme. La Farge

Emilie Stevens Assistant Dance Director

Marcel dela Brosse

Dovima Marion

Jack Chefe Frenchman

Jerry Chiat Man on Head

Louise Glenn Junior Editor

Karen Scott Gigi

Paul L. Smith Steve

Albert D'Arno Beautician

Carole Eastman

Jerry Lucas Bruiser

Claudette Colbert

Nina Borget Assistant Hairdresser

George Dee Seedy Man