Within the canon of Audrey Hepburn movies, there has to be a subcategory called “Movies All About Giving Things to Audrey Hepburn,” and within that genre, Funny Face is surely dueling with Sabrina for the top spot. Both movies tell the story of how Audrey Hepburn goes to Paris, gets a makeover, and finds true love. The difference is Sabrina tells the story of how Hepburn falls in love with a rich man and gets to wear gorgeous clothes along the way. Funny Face tells the story of how Hepburn falls in love with gorgeous clothes and wins over a dancing man along the way.

Funny Face finds a Cinderella for the ‘50s in Jo Stockton (Hepburn), the world’s most adorable bookworm. Her peaceful life in a dusty Greenwich bookshop is rudely interrupted one day by the arrival of Maggie Prescott (Kay Thompson), the proudly dictatorial editor of Quality magazine. Maggie’s latest publicity stunt is to find a woman who embodies grace, elegance, and spirit. Said woman will be dubbed “The Quality Woman” and sent to Paris for a modeling tour. At first, Maggie ignores Jo; all she wants is a good photo op at the bookstore. But fashion photographer Dick Avery (Fred Astaire) sees hidden potential in Jo’s “sunny, funny face.” He makes a deal with her: He and Maggie will take Jo to Paris and turn her into “The Quality Woman,” and Jo will get to meet her idol, Professor Flostre, the father of “Empathicalism.”

Funny Face tries to walk the perfect line of giving us a cheeky satire on the fashion industry and its shallow absurdities, while allowing us to wallow in every glorious minute of Audrey Hepburn being crowned as its princess. And to a surprising extent, it succeeds.

That success is due in large part to spot-on casting. And when I say spot-on, I’m not even talking about Audrey Hepburn, winsome and wonderful as she is. No, I’m talking about the indefatigable Kay Thompson, better known as the creator of the Eloise books. Thompson was a jack of all trades in real life, working as a singer, composer, actress, writer, and vocal coach. Here, playing a kind of parody Diana Vreeland, she is a relentless vortex of activity, a churning black hole of fashion advice and witty sayings. Everything she sees, she pulls into her orbit.

When she enters the film and starts drilling her fashion underlings for the new campaign, shouting, “Think Pink,” it’s like watching a Hieronymus Bosch painting come to life, albeit one written in the visual language of Vogue and Richard Avedon. Thompson is both a quasi-monster and the supernova of Funny Face. Because of her, the movie’s digs at shallow fashion can’t dig their teeth in; Thompson is too fabulous to be belittled. She also gets the best lines, including one perfectly delivered summation of the romance plot: “You’re in the fashion world, we’re cold, artificial, and without sentiment. So how can you be in love?”

The film finds its energy in Thompson, but gets all its heart from the casting of Fred Astaire and Audrey Hepburn. Hepburn’s performance is bright and hectic, absent the wistful melancholy of her roles in Sabrina and Roman Holiday. Her character Jo takes on a lot of mockery from the fashion-fixated Maggie and her crowd of assistants. At the first stage of her makeover, they quite literally start grabbing at her hair and clothes, chasing her down the hallway like hounds after a rabbit—high fashion at its most insane and rabid. Yet Hepburn, despite having to play herself as “mousy” in these early scenes, reveals a biting sense of humor and spirit that deflects any ridicule.

When the fashion crew starts chattering about her looks, she snaps back, “I see no functional advantage in ‘a marvelous mouth.’” Hepburn makes her character enjoyable by maintaining a capacity for humor, reacting to the insanity of her fashion cohorts with an amused if increasingly affectionate smile. Her duet with Kay Thompson, “On How to Be Lovely,” is the most throw-away song in the film, in terms of musicality, but Hepburn is totally able to sell it, mimicking the exaggerated movements of her costar without looking like she’s trying to mock her.

Her best moment is the famous dance in the beatnik club in Paris. Fed up with Dick’s sneers at her naïve beliefs in philosophy, Jo gets up to “express herself” in an improvised dance that slowly morphs from something rather ridiculous into a joyous declaration of her lust for life. The movie’s take on philosophers and beatniks is admittedly a little smug and superficial. It’s all black clothes and fuzzy, pretentious language and dimly lit bars with flashing lights. But when Hepburn gives into her jiving spirit, the mood is so infectious it manages to undercut the film’s slight discomfort with “hep cats” and French intellects. Her enthusiasm turns this dance number into one of the movie’s most memorable moments, providing the perfect contrast to Astaire’s polished mastery. She has the youth and charm; he’s got the timeless confidence.

By 1957, Astaire’s grasshopper charm had mellowed into comforting familiarity. He moved as elegantly as ever, but his movies had to trip lightly around the fact he was now two to three decades older than his leading ladies. He couldn’t get away with chasing them around as ardently as he did Ginger Rogers. Instead, Astaire in Funny Face is merely the gracious dance partner, focused more in teasing a smile out of his costar than bending her over backward. Even the costuming seems to be attempting to de-sex him; he plays his biggest romantic moments in a shapeless white raincoat and a fuzzy blue sweater. Really, the movie takes a huge leap in trying to convince us the stunning, vibrant Jo has no better option than the genial, middle-aged Dick. But then, the romance plot isn’t about Jo and Dick at all. It’s about giving Fred Astaire to Audrey Hepburn, just as audiences wanted to give her all the other beautiful things in the world.

There is one defining flaw of Funny Face and it certainly is an odd one: everything happens fifteen minutes too early. Astaire plants an impulsive kiss on Hepburn after scarcely ten minutes have gone by. She then has to sigh dreamily and dance around the bookshop singing, “How Long Has This Been Going On” while the audience sits there thinking, “Not nearly as long as it should have, Audrey.” Everything in this movie happens in the right order, but always too soon. Jo and Dick confess their love for each other with over a half hour left to go. This rush to get out the starting gate means the movie’s already wrapped up most of the plot before the climax, forcing them to throw in some ancient clichés just to keep the engine running. Professor Flostre turns out to be, horror of horrors, a young Frenchman. In Hollywood screenwriting, that makes him a sleazy seducer. Audrey has to take him out by braining him with a fertility statue. Her escapades with Flostre feel like an afterthought because really, we’ve already been firmly convinced Hepburn and Astaire are going to live happily ever after with all those drop-dead gorgeous outfits.

Stylistically, Funny Face’s sets and colors adapt perfectly to each stage of the story, with a minimalist, hard-as-adamantine look for the scenes set in the New York fashion world, gauzy, romantic camera work for the Parisian scenes, and a take-off of beatnik culture for the French night club, complete with flashing colored lights and dusty, depressed interiors. The vibrant Technicolor cinematography is as beautiful as for any ‘50s musical of the time, but it seems more carefully controlled and used than in other films. During the New York scenes, the movie avoids too much bright color, allowing it to burst out for moments like the “Think Pink” montage and for Hepburn slowly giving into her romantic impulses, signaled by her putting on a green and yellow hat. Once the film moves to Paris, the Technicolor takes off, as if to say fashion and love are both needed to bring color into the world.

It’s impossible to talk about Funny Face without also mentioning Richard Avedon, the innovative photographer whose work inspired the original story the film was based on. Avedon was hired by director Stanley Donen as a visual consultant and he designed all of the fashion montages, as well as creating the famous overexposed image of Audrey Hepburn’s face. But more than that, you feel Avedon’s presence all over Funny Face, in the way that the fashion images so often seem to shift back and forth from a cheeky, ironic distance into a deep, almost unsettling intimacy. This movie is a perfect document of ‘50s style, right before both irony and intimacy would be pushed to a whole new level in the ‘60s.

Overall, Funny Face has no interest in being deep, no matter how many speeches Hepburn makes about philosophy. It’s more about finding meaning in the shallow, more about being a tourist in a world of glamour than about being a free spirit in a materialist machine. Really, it’s another tale of Hollywood trying to fulfill the dreams of their audience, giving them Hepburn, Astaire, Gershwin, fashion, Paris and everything else they could ever possibly want on the big screen. But who can begrudge a spot of wish fulfillment when it’s done as stylishly as this?

Aubyn Eli blogs about color movies-and a whole of black-and-white ones-at The Girl with the White Parasol