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I never broke down on closing night," Fred Astaire once recalled. "The cast would be sobbing and weeping, but always planned on going on to something new."

A sterner sort of closing night came last week to Fred Astaire, and at 88, without tears, he went on to something new. On June 12 he had been admitted to a Los Angeles hospital with a severe cold that soon settled into pneumonia. Ten days later, at 4:25 a.m., as his strength ebbed, his wife, Robyn, 44, lay down beside him and held him. "He died in my arms," she said, "and that's the way he wanted it. He died holding on to me."

Words of awe and affection filled the press. Mikhail Baryshnikov: "He will be a never-ending legend." Gene Kelly: "One of the greatest dancers who ever lived." Irving Berlin: "The purest talent I have ever worked with." Jack Lemmon: "I've never known a man who carried the mantle of greatness with such dignity."

All the praise was surely merited, yet Astaire was far too subtle a figure to be caught in a net of loose superlatives. He was many contradictory things at once. Look at him. He was an odd little elf with pipe-cleaner limbs, a head like a Bartlett pear turned upside down and a big sad donkey face that ended in a peninsular chin; yet he was a thing of ineffable beauty when he moved: the Ariel of the age, a sprite who could fly without wings. Listen to him. He was a man with hardly enough voice to gargle with; yet he introduced more all-time hit songs (among them Night and Day, The Way You Look Tonight and One For My Baby) than any other singer of his day. Consider his creative achievement. He was a fellow of conservative tastes and utmost modesty; yet he demolished the long-standing, Busby Berkeley tradition of movie musicals, reconstructed that popular art form nearer to his art's desire and set the '30s afire with mass Astairea. And reflect on his private character. He was the son of an immigrant and grew up in rough-scuff vaudeville houses, yet he became a man of elegant manners and cultivated sensibilities who was equally at home in a barnyard or a royal mansion.

Fred Astaire's real name was Frederick Austerlitz. His father was a dashing young Austrian émigré who had settled in Omaha, Nebr., made his mark as a beer salesman and married a spirited 18-year-old girl named Ann Gelius. The family was musical. Father played the piano and Adele, Freddie's older sister, flittered like a tiny Titania through her classes at the local dance academy. Freddie was unimpressed. "Dancing was merely something little girls did," he wrote years later. "I let it go at that and the hell with it." But his parents weren't about to let it go at that. When Adele was 6 and Freddie 4½, Mother carted them both off to New York and installed them in the best dance school she could find. "Adele has real talent," Father said, "and maybe Fred will come around to it someday too."

He did not come around without a struggle. For his stage debut, playing Roxane to his big sister's Cyrano, little Freddie was forced to wear a long blond wig that tickled his neck and a floor-length satin dress that kept tripping him up. Mercifully, he was required to give only one performance, and in the next school recital he had better luck. Dressed (not for the last time) in top hat and tails, he played groom to Adele's bride and joined her in a brisk little bourrée on top of a large plywood wedding cake.

After less than a year of instruction, billed as the Astaires ("because Austerlitz sounded like a battle"), Adele and Fred made their first professional appearance—in Keyport, N.J. They were paid $50 for a "split week" and got a socko review in the local weekly: "The Astaires are the greatest child act in vaudeville." Some weeks later, in fact, the act rated a raise to $150 a week and a five-month tour of the Orpheum Circuit, where Fred was privileged to work alongside such headlines as Jwan Teschernoff and his Trick Ponies and Jesse L. Lasky's Piano-Phiends. But after five years of success, the act fell apart. Adele grew and blossomed, Freddie remained a skinny kid—no way could they dance together. So Fred and Adele spent two years in public school in Weehawken, N.J., and aside from Mother's tutoring, that was the only formal education they ever had.

When Fred got his growth, the kids took a course in advanced hoofing from a showman named Aurelia Coccia and hit the road again. Within a few years they were pulling rave reviews—Adele for her "comic brilliance" and "exquisite floating style," Fred for his "exciting agility"—that caught the eye of legit producers and led to a firecracker string of superhits (For Goodness Sake, Lady, Be Good!, Funny Face, The Band Wagon) on Broadway and in London. Suddenly the Astaires were the toast of two worlds. Here at home they mingled with the Morgans and the Whitneys; there they hobnobbed with royalty—the Prince of Wales had them to supper and the Duchess of York insisted they come see "the baby," better known nowadays as Queen Elizabeth II. And both here and there bewitching Adele was besieged by high-born suitors. In 1932 she married Lord Charles Cavendish, second son of the Duke of Devonshire, and quit the stage forever.

For Fred, it was push on or perish. All through their coupled careers, big sister had been the star, little brother the backup man. "She was inimitable," said Fred of Adele, who died in 1981. What would happen to him without her? Something wonderful, that's what. First off, he fell in love and married a petite, 25-year-old New York socialite named Phyllis Potter. Next, he headed for Hollywood and discovered his destiny.

Astaire had been there once before but had failed to pass muster. After inspecting his screen test, a Paramount executive had perpetrated one of Hollywood's more egregious howlers. His report: "Can't act. Can't sing. Balding. Can dance a little." But this time Astaire hit the town like a twister. In his second picture, Flying Down to Rio, he was teamed by pure chance with Ginger Rogers, a Texas cutie he had known in New York, and together they danced a frantic fandango called the carioca that called forth a resounding national olé! In this one hot number Astaire and Rogers were welded into Hollywood's most durable and dazzling musicomedy team. During the next six years the lissome twosome starred in eight more movie musicals—The Gay Divorcee, Roberta, Top Hat, Follow the Fleet, Swing Time, Shall We Dance?, Carefree, and The Story of Vernon and Irene Castle—that showcased, in librettos Astaire himself called "stupid," some of the most electrifying duets ever danced in front of a camera.

What was it about Astaire and Rogers that made their work so special? In most of his movies he was paired with partners who were technically more expert than Ginger—Rita Hayworth in You'll Never Get Rich, Cyd Charisse in Silk Stockings, Leslie Caron in Daddy Long Legs, Eleanor Powell in Broadway Melody of 1940, Vera Ellen in The Belle of New York and Barrie Chase on four acclaimed TV specials. Astaire had more than enough technique. What he needed was an eager and pliant response, a feminine other that his creative will could penetrate and control. With his other partners, Astaire could not complete the creative marriage, and in those films he dances, as critic Arlene Croce put it, through "a world of sun without a moon." But Rogers yielded her will and her imagination entirely to Astaire. They merged in the mutual gesture of the dance, and in the process each gained from the other. Katharine Hepburn got it just right: "Astaire gave her class; Rogers gave him sex." Together they gave millions a vision of emotion in motion that liberates the heart as wings liberate a bird.

The emotion is released in dozens of moods and rhythms. In the twirling amorous languor of Cheek to Cheek, in the angry, "ratcheting tap clusters" (as one critic called them) of Let Yourself Go, in the slap-happy clatter of Nice Work If You Can Get It. And in the wavelike movements of desire and withdrawal that surge through Never Gonna Dance, that elegant little agon of approach-avoidance that many consider Astaire and Rogers' finest moment.

Even finer for Astaire addicts are his footloose soliloquies, those astonishing moments when he dances alone, unimpeded by the need to trim his talent to a partner's capacities. Imagination running wild, he dances on chairs, on tables, on firecrackers, on walls, on ceilings; in and out of revolving doors, across plazas of thin air; with golf clubs, with hat racks, with noisy squadrons of unpopulated shoes. And all the dances, no matter how fantastic, make a story point, have an emotional meaning. Belong.

Astaire had a passion—no, a mania—for perfection, and to achieve it no agony was too great. "He was a hard taskmaster," said Rogers. Nanette Fabray, a co-star in The Band Wagon, put it less gingerly. "He was a dictator who made me work harder and longer than anyone," she said. Fred hardly disagreed. "The only way I know to get a good show," he said, "is to practice, sweat, rehearse and worry. Once you set [a dance routine], you must rehearse it and rehearse it until it's second nature. You must never have to think about what comes next." The idea was to make everything look effortless, and to reach that point Astaire often rehearsed one dance up to 18 hours a day for six or even nine weeks at a stretch. And his partners rehearsed with him. At the end of a day, shoes were caked with blood. By the end of a rehearsal period, dozens of pairs had worn out and Astaire had commonly dropped 15 pounds. While making Holiday Inn, Bing Crosby reported, "Fred danced himself so thin I could almost spit through him." When a dance scene was ready to shoot, Astaire often filmed it 30 or even 40 times to make sure he had it just right. Making a dance musical, he said, was "like running a four-minute mile—for six months."

Not many people can maintain such a pace. Of all Fred's partners, Rogers hung in longest—not because she loved the agony but because she valued the results. Nevertheless, as the years went by, Fred and Ginger were said to be often at daggers drawn. Insiders thought that Fred especially disliked Ginger's overbearing mother. Ginger says she had her problems with Fred's protective first wife. "Phyllis wasn't very excited about Fred having a friendship with me," says Ginger. "She didn't like any other female anyway, so that was a bit of a problem." Ginger, 75, insists she never had romantic designs on her co-star. "I didn't want him," she says. "I just wanted to be friends with him." After The Story of Vernon and Irene Castle in 1939, exhausted by what producer Pandro Berman called "six years of mutual aggression," she quit the series and found relative peace in the normal torments of the trade. Seeking straight dramatic parts, she won a 1940 Oscar for Kitty Foyle, which prompted Fred to send a one-word congratulatory telegram: "Ouch!" But Astaire made 20 more movie musicals (including a reunion with Ginger in 1949's The Barkleys of Broadway) and as the canon grew, the critics began to understand that they were watching an important artist at work.

Bushwa, said Astaire. "I am not sending messages with my feet. All I ever wanted was not to come up empty. I did it for the dough and the old applause." He wrote in his 1959 autobiography, Steps in Time: "I have no desire to prove anything by [my work]. I have never used it as an outlet or as a means of expressing myself. I just dance." Then why, when his wealth was deep into eight figures, did he make TV specials in his 60s and go right on passionately hoofing until he was nearly 70? Why did he accept so many dramatic roles on TV and in movies in his 70s and 80s—the last one (Ghost Story) when he was 82? Why did he go on writing songs—among those published was a hit called I'm Building Up to an Awful Letdown—to the end of his life? Friends don't think he was all that hungry for applause; they think he was hungry for work. All his life the man was a workaholic, and after 1954 he had a special reason to sentence himself to life at hard labor.

That was the year in which his wife, with very little warning, died of cancer. Astaire was crushed. The marriage had been very strong, and he missed Phyllis terribly. To the end of his life he could not speak of her death without wincing. He stayed close to his children—Fred Jr., 51, Ava, 44, and stepson Peter Potter, in his late 50s—but nothing could really fill the gap. Until he met Robyn Smith in 1973. Elegantly lean and 31 at the time, she was a leading U.S. woman jockey, a skillful rider who had won more than 250 races. She fell in love first, Smith says, and chased him until he caught her. The two married in June 1980. "Because of Robyn," says Astaire's agent, "his last years were so happy. She was a constant companion."

They lived quietly, for the most part. They played backgammon and pool—Astaire was a shark. In the afternoon he sometimes watched soap operas, a habit he acquired from his mother, who lived with him until she died in 1975 at 96. Astaire ate lightly, as he had all his life. Often just one boiled egg and a cup of bouillon would see him through the day—until his last illness, he weighed 134-136 pounds, just about what he weighed when he was dancing. In fact, he still danced now and then, when he heard a catchy tune on Soul Train, but he was cautious about more strenuous sports. When he was 75 he got fascinated with skateboards, took a nasty fall and broke his wrist. Fairly often Fred and Robyn went to the track. He liked racing as much as she, having once owned a string of thoroughbreds, among them a horse named Triplicate that won $250,000.

A few days before Astaire died, his friend Stanley Donen, who directed him in 1951's Royal Wedding, saw Fred driving through Beverly Hills in his open Rolls. "His scarf blew perfectly behind him in the wind. The man embodied elegance." Did he know something the rest of us don't? "I think," says an actress who worked with him, "he had the secret of life."