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“She burst into tears,” wrote biographer Donald Spoto, “and ran into her dressing room but later regained her composure, wore the white socks, returned to the set and continued.”

Later, upon seeing the brightly lit set for “On How to Be Lovely,” Audrey went right back to wearing those black socks. Kay, on the other hand, wore high-heeled sandals that showed off her feet and ankles—which grabbed all the attention.

In hindsight, after comparing the two dance numbers on-screen, Audrey wrote Donen a note: “You were right about the socks—Love, Audrey.” (The concept was later championed by Michael Jackson.)

When it came to accessorizing, Kay decided to don a steady stream of Cristóbal Balenciaga hats, a staple of Carmel Snow. The invoices were sent to the production and, thanks to Roger Edens, Kay was reimbursed without incident.

Obsessed with shoes, Kay selected her own footwear for the movie, too. From Capezio, Kay special-ordered a pair of sandals costing $131, and just because she was in a generous mood spending Paramount’s money, she ordered a duplicate pair for her secretary. From Bergdorf Goodman, Kay requested a custom-made pair of heels costing $103, but when they did not fit properly, she gave them as a gift to Richard Avedon’s then wife, Evelyn Franklin.

Thompson subscribed to her own adage: “If the shoe
doesn’t
fit,
don’t
wear it.” In a 2002 interview, Lena Horne recalled, “The funniest Kay story was about Monsieur [René] Mancini, the custom shoemaker who made the most expensive shoes in the world. She was always fighting with Monsieur Mancini. Finally he got fed up with her saying the shoes didn’t fit. ‘Madame,’ he said. ‘God made your foot, I only make the shoe. Don’t blame me, blame God.’ Kay loved the story.”

When it came to footgear, Kay was beyond compare. “The Wicked Witch of the East, North, West, and South” was how fashion illustrator Joe Eula remembered her. “Because all you had to do was look at her shoes. I mean, Kay always wore the wildest shoes in the world. Pointy. And my dear, they could stomp you to death. Those heels could crush anything.”

Inspired by Thompson’s footwear fetish, Avedon designed Thompson’s credit tableau in the opening title sequence with a high-heel shoe silhouetted on black with single strips of pink and red fabric forming a
T
for “Thompson.”

Kay became so renowned for her shoes that she was named on Michael Efremidis’ International Ten Best Shod People List for 1957, alongside such
well-heeled types as of the Duke of Edinburgh, spouse of the Queen of England.

So, when Kay had suggestions about shoes, or anything else regarding fashion, she threw her weight around. Privately, Edith wanted to choke her, but publicly, she toed the party line.

“[Kay is] a designer’s dream,” Edith gushed disingenuously to columnist Erskine Johnson. “You sketch her gowns and when she puts ’em on, she looks just like your sketch.”

In actuality, every single one of Head’s designs for Thompson was either radically revised or jettisoned altogether.

T
he songs
for
Funny Face
were prerecorded from March 28 through April 6. Three-time Oscar winner Adolph Deutsch was hired to compose the incidental score, conduct a ninety-piece symphony orchestra, and assemble a team of Hollywood’s best arrangers to divvy up the songs: Conrad Salinger (“He Loves and She Loves,” “ ’S Wonderful,” “How Long Has This Been Going On?”), Van Cleave (“Bonjour, Paris!”), Alexander Courage (“Funny Face,” “Let’s Kiss and Make Up”), Gus Levene (“Think Pink!” “On How to Be Lovely”), and Skip Martin (“Clap Yo’ Hands”)—all of whom had worked with Thompson in the past.

Though she received no credit, Thompson did the vocal arrangements for all her own numbers, and there is considerable speculation that she conducted the sixteen-member choir (eight men, eight women) throughout the score—just as she had done on so many MGM musicals in the 1940s.

“Kay and Fred were old hands at recording,” Edens recalled, “but Audrey had never been before that frightening monster the microphone.” In Kay’s words, “The poor thing was doing something monumental in a hurry.”

Just as Kay had coached Garland, Sinatra, and a hundred others, she was now called upon to work her magic on Hepburn. Realizing that Audrey had, as Donen put it, “a thin little voice,” Kay would downplay her limitations, favoring simplicity and heartfelt sincerity. According to biographer Barry Paris, Kay instructed the young thrush “to employ a parlando style of speech-song and to concentrate on the lyrics.”

“I am fairly proud of my voice in
Funny Face,
” Hepburn later reflected. “A lot of people don’t realize the movie wasn’t dubbed. But Kay persuaded me I could hold my own. I’m so glad she did.”

“Fortunately, the songs were perfect for her [range],” Kay explained. “She was very serious, very professional . . . [and] she loved it.”

The move from MGM to Paramount had not only resurrected Edens’ desire to cast Thompson in the film, now he was free to hire Richard Avedon as “visual consultant.”

Before signing a contract in early February, however, Avedon made sure
Funny Face
got an official “blessing” from his bosses at
Harper’s Bazaar,
Carmel Snow and Diana Vreeland, who had employed him steadily since 1945.

“We were all at Roger Edens’ house,” recalled Marion Marshall, “and we had these important women from
Harper’s Bazaar
coming in and he was very nervous because he really wanted it to go well. Fairly sober, he went into the kitchen for something and came out absolutely falling-down drunk. It just
hit
him. I remember Kay got up to save the evening and took over the piano and started singing the songs with Lennie Gershe. It was like an
I Love Lucy
episode. And Kay was absolutely
furious
with Roger.”

Ignoring Roger’s drunken display, however, the fashion matriarchs were impressed and decided to cooperate with the production. Privately, Diana Vreeland told Avedon that she did not like the first name of Dana Prescott being so close to her own. So, Avedon sent a telegram to Paramount’s legal department, dated February 7, 1956, strongly advising a name change. That’s why, as of March 2, Thompson’s character became known as Maggie Prescott.

Oddly, Avedon was not exclusive to Paramount, because on the very same date that he officially began work on
Funny Face,
he also commenced work as the “production creator” for CBS’s
General Electric Theatre:
“Judy Garland Musical Special,” to be broadcast live, Sunday, April 8, 1956—the night before shooting started on
Funny Face.
Judy’s most trusted advisors—Thompson, Edens, and Gershe—had their hands full prepping
Funny Face,
and yet they still found time to help Garland and Avedon plan the TV program.

The first scenes Kay shot for
Funny Face
were the ones in the
Quality
magazine headquarters, requiring seven actresses to portray her brigade of assistants, including Ruta Lee as Lettie, her girl Friday.

“Kay was very cute about one thing,” Ruta recalled. “At the time, the hot rage in the fashion world were these very flat little shoes like a dance slipper but they had these perforations in the top and two or three little straps that crossed. Stanley Donen got a bug up his ass saying that all of us girls were going to wear these shoes. So when we went in for fittings, Kay took one look at all of us waddling in these things and said, ‘Tell you what, girls. When you show these flat shoes to the director and the producers, waddle in and slump down. Slump like
crazy.
And then, go put on your cute little shoes with heels and march right back in—shoulders up, chest out—looking like
fabulous
models.’ And that’s exactly
what we did and we did
not
have to wear those friggin’ little shoes. Thank you, Kay Thompson!”

For her big opening number, “Think Pink!” Kay wanted to roll a bolt of pink fabric toward the camera—sort of a “rolling out the red carpet” motif that would become one of her trademarks.

“We rehearsed with bolts of cheap muslin material,” Ruta remembered. “But when we finally shot the scene, they replaced the muslin with this expensive pink fabric that rolled out at a much faster rate of speed—which took Kay and the rest of us by surprise. It took some getting used to—and quite a few takes.”

Meanwhile, dance rehearsals were not going smoothly either. For the job of choreographer, Kay had wanted Bob Alton, with whom she’d collaborated so brilliantly on her nightclub act. But he and Edens had grown to detest each other. Audrey wanted Eugene Loring, with whom she had worked on
Sabrina,
and Fred wanted Hermes Pan, with whom he had worked on nearly everything. Naturally, Hepburn got her way.

Eugene Loring’s assistant choreographer, Bruce Hoy, recalled, “Kay was very receptive and very open to anything and would try anything and offered her own suggestions. If she didn’t like something, she would be very diplomatic about it and she would sometimes speak in her Eloise voice as a gimmick to erase tension. Her big dance number was ‘Clap Yo’ Hands.’ We spent a lot of time on that.”

As a lead-in for “Clap Yo’ Hands,” Miss Prescott and Avery (Astaire) don disguises and deep-fried Southern drawls (inspired by Thompson’s routines) to crash a party at the home of the lecherous Professor Flostre (Michel Auclair), in order to save Jo (Hepburn) from his clutches.

According to the script, Prescott and Avery would sing and dance a “happy Southern spiritual with a beat” as they nonchalantly maneuver themselves upstairs where Jo is sequestered. In mid-March, Kay had an epiphany and recommended “Clap Yo’ Hands,” George and Ira Gershwin’s upbeat showstopper from the 1926 Broadway hit
Oh, Kay!
Edens loved the idea, so Thompson collaborated day and night with orchestrator Skip Martin to work out the jazzy arrangement.

“Fred knew Kay was going to upstage him,” Hugh Martin recalled, “and he did everything in the world to prevent it. He put in an understudy to work with her during rehearsals, trying to throw her.”

“Fred was not happy with the number,” Bruce Hoy confirmed. “There was a little ego problem.”

Astaire called in reinforcement, at his own personal expense—overriding Edens’ authority in the process. “Fred had his own choreographer around for ‘Clap Yo’ Hands’—Hermes Pan,” Hoy recalled. “And there was friction back and forth between the two choreographers and Fred.”

“Everything was a fight,” Kay said, bluntly describing the fracas. “ ‘Well, what do you want me to do?!’ ‘What is she doing over there?’ It was that kind of thing.”

“I remember Kay getting really upset when Fred was on the floor, scrounging around with his guitar,” remembered Hoy. “Kay said, ‘What the hell am I supposed to be doing while you’re doing
that
?’ And Fred said, ‘Oh, you’ll figure something.’ And she did.”

On May 23, when it came time to shoot “Clap Yo’ Hands,” tensions had reached a boiling point. Everyone was irritated because Fred had been in makeup for two hours getting his fake beard put on. Killing time on set, Kay suggested to Stanley that she could start the scene at the piano, where she could improvise a few piano chords as accompaniment to Fred’s guitar intro.

“Stanley said to me, ‘All right, Katie, go to the piano,’ ” Thompson recalled. “Fred came [onto the set] and . . . Stanley said, ‘Okay, let’s roll ’em.’ I started [playing the piano] . . . ‘La da da . . . ’ ”

The piano chords came as a surprise to Fred so he interrupted the take, glared at Kay, and asked to start again. Take 2. As Kay started playing the piano a second time, Fred stopped and shouted, “Stanley, come here!”

“Stop the cameras,” Stanley said. “Cut!”

“What is she doing at the piano?!” Fred chafed.

“She’s doing what I asked her to do!” Stanley snapped back.

A hush fell over the set. Stanley called for a break while Fred retreated to his dressing room to stew. Kay found Audrey, vented every detail, and fumed, “I’m going to wipe the floor with that man.”

After the time-out, shooting resumed. When the song ripped into its up-tempo beat, Kay took the lead vocal as if it were a rallying cry, relegating Fred to strum a guitar in the background. Fortunately, a break in the number slowed things down to a leisurely tempo—“Roses are red, violets are blue . . . ”—allowing Fred to regain his footing. But the respite was brief. After only a few seconds of his quaint little soft-shoe routine, Kay bellowed, “LET’S-GET-THIS-SHOW-ON-THE-ROAD!” As the tempo shifted into hyperspace, Thompson surged forward to the staircase as if it were the invasion of Normandy, leaving Astaire in the dust.

“[Fred and I] had to go up these stairs [singing] ‘Come a-long and join the jubi-
leeeeee
,’ ” Kay recalled. “We got to the top, turned around and Stanley said, ‘Cut! Print! That’s it!’ ”

Furious that the director was satisfied after only a couple of takes, Astaire could no longer bite his tongue. He grabbed Kay by the arm and sputtered, “Where did you learn balance?!”

“I just could have shot him,” Kay recalled, “but didn’t . . . I mean, it wasn’t even worth a reply. You know, we can’t waste the time.”

It took two-and-a-half excruciating days to get “Clap Yo’ Hands” in the can. The final result would
not
go down in history as Fred’s most memorable turn, but as a showcase for Kay’s underutilized talents, it was nothing short of bravura.

B
efore heading to Paris
for location shooting, Kay took a red-eye to New York, arriving the morning of May 30. She resumed residence in her free suite at The Plaza for fifty-six hours—during which time she did a little
Eloise
biz, had a medical exam regarding the complications with Nose Job No. 5, and presumably paid a visit to Dr. Feelgood to load up on fresh supplies. On June 1, she flew to Paris and checked into Suite 11 at the Hôtel Raphaël, where twenty-two cast and crew transplants had set up camp for the summer.

Though Audrey and Fred were international icons, French reporters seemed most curious to speak to Kay because
Eloise
was being serialized in nine weekly issues of
Jours de France,
the French equivalent of
Life
magazine. By popular demand, Art Buchwald, who wrote a daily column for the Paris edition of the
New York Herald Tribune,
invited Kay to be a guest columnist on July 4, 1956, to relate—in Eloise style—her adventures at the Hôtel Raphaël. The essay began, “My name is Kay. I live at a hotel in Paris . . . Here’s what I can do in the lobby. I can wait for Fred Astaire . . . or I can look in the mirror or I can practice smoking or I can talk to the concierge or wait for a taxi.”

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