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Second Chorus (1940) is a Hollywood musical comedy film starring Paulette Goddard and Fred Astaire and featuring Artie Shaw, Burgess Meredith and Charles Butterworth, with music by Artie Shaw, Bernie Hanighen, Hal Borne and lyrics by Johnny Mercer. The film was directed by H. C. Potter and produced independently for Paramount Pictures by Boris Morros. In a 1968 interview, Astaire described this effort as "The worst film I ever made". Astaire admitted that he was attracted to the film by the opportunity to "dance-conduct this real swingin' outfit". In an interview shortly before his death, Shaw admitted this film put him off acting. Astaire and Shaw shared a striking series of personality traits in common: an obsessive perfectionism and seemingly endless appetite for retakes, profound musicality and love of jazz, personal modesty and charm, and in a late interview Shaw expressed his opinion of Astaire: "Astaire really sweat - he toiled. He was a humorless Teutonic man, the opposite of his debonair image in top hat and tails. I liked him because he was an entertainer and an artist. There's a distinction between them. An artist is concerned only with what is acceptable to himself, where an entertainer strives to please the public. Astaire did both. Louis Armstrong was another one." The film's copyright lapsed in 1967 and it is now in the public domain, with the result that prior to its recent restoration, it has tended to circulate in seriously degraded prints.