Despite having the dynamic Fred Astaire and the beautiful Audrey Hepburn, I was a little disappointed with <>Funny Face<>. For starters, Astaire (playing Dick Avery) doesn’t get to fully shine, having to share screen time with Hepburn (as Jo Stockton) and Kay Thompson (as Penis Burger…I mean Maggie Prescott). The premise is that Avery, a fashion photographer working for Prescott’s magazine, is bored with the dull models in his world, and decides to make Stockton a star. Hence, there are three strong characters all vying for screen time. What makes it worse is that there’s a ton of numbers, but not all of them are great. Hepburn, who doesn’t display the best singing voice, had a very interesting “Bohemian-style” dance solo set in a Parisian night club. Astaire’s dance outside the Stockton character’s motel window is pretty good, as is his comedy number with Thompson, but otherwise I’d pass on most of the song and dance routines. It even has that “S’Wonderful” song, which I didn’t like in <>< HREF=”http://byting.blogspot.com/2007/03/american-in-paris-1951.html” REL=”nofollow”>An American in Paris<><> and I don’t like here, where it’s even more saccharine. The music is that super sweet 50s orchestral crap, for the most part. I don’t want to talk about it, except to say it’s terrible. The story itself is a little weird. We’re continually told that Jo Stockton is just a plain ol’ bookworm, but she’s played by Audrey Hepburn, perhaps the most attractive actress in Hollywood since Olivia de Havilland. When Avery sings to her about her “Funny Face” in the iconic dark room scene, I want to know what face, exactly, he’s looking at. It’s a little hard for me to suspend my disbelief, in much the same way I couldn’t accept Danny DeVito as a legitimate Superman. I’m not sure this was a great casting decision. Surprisingly, the romance is almost believable. Stockton is a shy, lonesome girl who is suddenly showered with the attention of someone who routinely photographs pretty women, and he is saying that something about her is captivating. I mean, I would probably gush, too. Sure, Dick Avery is about twice Jo Stockton’s age, but that’s not the first time Hepburn has played a character falling in love with an old man; check out <>Sabrina<> with Humphrey Bogart and William Holden. This is also not the first time Astaire has been in a movie about fashion. Unlike <>Roberta<>, filmed over two decades earlier, the emphasis is not so much on fashion (that movie would spend large chunks of time just showing off dresses). However, Astaire had much better routines in <>Roberta<>, and was also paired with the great Ginger Rogers. No offense to Audrey Hepburn, who exhibits some good dancing skills due in large part to her dance background, but Ginger Rogers could pull off the steps and the acting, something Hepburn sometimes faltered in. Astaire’s dancing and singing is alright, but his best parts are his speaking lines, where he gets in a few comments like, “When I’m done, you’ll look like…What do you call beautiful? A tree. You’ll look like a tree.”Thompson is witty and sharp while portraying a vinegary personality with touches of sweetness. Her character is abrasive but by the end of the film, she’s perhaps the most likable character. She also opens the film with a rousing, stage-like number about dressing in pink. Later, when asked why she wasn’t wearing pink, she says she wouldn’t be caught dead in the color. There’s just something quality about that. Nevertheless, I would only really recommend <>Funny Face<> to fans of Astaire or Hepburn, and even then it may be a chore. For the few good scenes, it’s not really worth enduring the rest.