Carefree is a 1938 American musical comedy film directed by Mark Sandrich and starring Fred Astaire, Ginger Rogers and Ralph Bellamy.

With a plot similar to screwball comedies of the period, Carefree is the shortest of the Astaire-Rogers films, featuring only four musical numbers.

Amanda, a radio singer, can't seem to make a decision about Stephen's many proposals of marriage, so Tony probes her subconscious mind to interpret her dreams.

By chance, Stephen comes by, not knowing that she's under the influence of the anesthetic and Amanda is crazy in public, destroying property and kicking a cop.

"[5] Besides the number "Let's Make the Most of Our Dream," another scene that was dropped from the released film was one where Astaire tries to analyze a scatter-brained patient, played by Grace Hayle.

[2] An army of uncredited orchestrators contributed to the catchy settings of the tunes, principally among them Broadway's Robert Russell Bennett and future MGM stalwart Conrad Salinger.

Carefree was nominated for three Academy Awards: Best Art Direction (Van Nest Polglase), Best Musical Scoring (Victor Baravalle) and Best Song "Change Partners", written by Irving Berlin.