Audrey Hepburn as a dowdy, shy little bookworm obsessed with philosophy to the point of excluding all else? Say it's not so.

But such is the legendary actress' role at the start of "Funny Face," an endearingly frothy little musical that spends equal time exploring the nightlife of 1950s Paris and a sparkly, sunny version of the fashion industry. Hepburn and Fred Astaire are the ones who really make the story shine, with plenty of song-and-dance numbers and a quirky, slightly sardonic little romance. It's never a deep story, but it's always a charming one.

Dissatisfied with the latest edition of Quality fashion magazine, publisher/editor Maggie Prescott (Kay Thompson) decides to splash the world with the Next Big Trend: think pink. Cue musical number.

She also decides to add an intellectual bent to the fashion world ("Marion, dear, what are you reading?" "Minute Men from Mars!"), and temporarily takes over a boho bookstore for a suitable backdrop, much to the dismay of the owner Jo (Hepburn). Photographer Dick Avery (Fred Astaire) is struck by Jo's earnestness and unique "funny face," and convinces Maggie to make her their new star model -- supposedly a woman who embodies intellect as well as chic fashion.

Jo doesn't like fashion ("It is chichi, and an unrealistic approach to self-impressions as well as economics!") agrees because she wants to meet her favorite philosopher in Paris, and immerse herself into the bohemian nightlife. But she's slowly growing to love her modeling career -- and Dick as well. But when Jo encounters the eminent Professor Flostre, her budding relationship with Dick is disrupted -- can fashion and philosophy find true love, or are their differences too much?

"Funny Face" is loosely based on an old stage musical -- and by "loosely based," I mean they borrowed a few songs from it and crafted a whole new plot. Fortunately this doesn't keep the movie from being vastly entertaining -- it's a big frothy creampuff of a musical, where you can guess the ending and all the plot twists far in advance, but somehow it just doesn't matter because it's such fun, and the romance is so sweet despite Astaire and Hepburn's chasmic age gap.

Part of the movie's charm is the glamourized views of Paris -- it's all romantic hotels, dramatic photo shoots ("Take the picture, TAKE THE PICTURE!"), idyllic wedding chapels and quirky little nightclubs. And it has a lot of dry humour ("Every girl on every page of Quality has grace, elegance, and pizzazz. Now what's wrong with bringing out a girl who has character, spirit, and intelligence?" "That certainly would be novel in a fashion magazine") and not-so-subtle spoofery of the pretentions both of bohemians and of the fashion elite. And boy is that fun.

It's also graced with a bunch of delightful musical numbers -- the over-the-top "Think Pink," the sweet "'s Wonderful," the adorably quirky titular song, and the exuberant "Bonjour Paris!" Hepburn in particular shines in two of these numbers -- she sings a fragile little ballad called "How Long Has This Been Going On?" in the ruined bookshop, and does a wildly kooky "Basal Metabolism" dance number in a bohemian bistro -- it's incredibly different from everything else in the movie.

In fact, Hepburn shines in pretty much every part of this movie, and while playing a character that could have easily been annoying -- earnest, naive, rather snobbish, and idealiastically devoted to any and all "isms" -- while Astaire serves as a counterbalance, playing a photographer who is just jaded enough to see the absurdity all around him. And Thompson is a real scene-stealer as the fashion queen who seems to think that Quality Magazine keeps the whole modern world afloat.

The Centennial edition of this movie is going to have an extra disk included, only some of which is entirely relevant to the movie. Aside from the usual content -- galleries, a theatrical trailer -- the extras include some featurettes on fashion photographers, Cecil B. DeMille, Paramount in the 1950s, something about VistaVision, and one about Kay Thompson entitled (what else?) "Think Pink." And of course "The Fashion Designer and His Muse," which is presumably about Hepburn and her lifelong devotion to Givenchy.

"Funny Face" is indeed funny. It's also sweet, charming, romantic, and "'s wonderful" -- a cute little musical filled with stunningly gorgeous clothes and a bit of wicked satire. Definitely worth checking out.

Another fun and cheerful musical, but with a most unusual starring character. Audrey Hepburn is charming and delightful as a philosophical bookworm. I don't buy the romantic relationship between her and Fred Astaire's characters, but Astaire's dancing seems to gloss over that little flaw in the casting. The songs aren't great, but the music helps to keep the story moving. You really have to like the actors in this to enjoy it, because it's not a great story. It's rather sweet and tries to be interesting, but falls short of great. The costumes by Givenchy are incredibly beautiful and Hepburn looks fabulous in them.

I enjoyed this movie very much, most entertaining, what more could you ask from the everlasting Audrey Hepburn and Fred Astair.

I love this movie. The box came promptly and was factory sealed. The coloring is great not overdone or garish. A must have for any collection.

There is no denying that Audrey Hepburn is a charming and endearing actress. Her singing on the other hand is less than phenomenal, so casting her in a musical (which was the big thing to do for a spell) was not the smartest decision to make. Casting her alongside the vocal talents of Fred Astaire and Kay Thompson only further embellished the fact that Hepburn was out of her league so-to-speak. The other problem with `Funny Face' is that even when you strip away the singing segments the story itself is average at best. This is your simple ugly duckling is made pretty and falls in love with the man responsible only to resent him and then fall back in love with him. This is the same formula we see in just about every film in this genre and its Oscar nomination in the writing department is almost as pointless as handing a film like `She's All That' a script nomination.

In all honesty there is no imagination or originality to be found in `Funny Face'.

The story follows bookworm Jo as she meets photographer Avery who thinks that she has the perfect face (albeit funny) for a new line of clothing for the everywoman. After some convincing is done Jo is shipped off to Paris where she is more interested in meeting Professor Emile Flostre than posing for pictures. Before long she falls head over heels for Avery, but his jealousy over the Flostre causes some issues to rise between he and Jo.

Fred Astaire is, in my opinion, a little too old for the part. He looks uninterested most of the time, that is unless he is parading across the screen in full on sing and dance mode. Kay Thompson is delightful as Maggie Prescott. She is truly the greatest thing about the film and should have been up for Oscar since she is the only one in the cast who gets everything right. When she's singing, dancing or just plain acting she is spot on perfection. Astaire is only perfect when he's got a tune to whistle, and Audrey is stunning when she's merely reading lines, but once the music starts she comes off out of place. Her voice is not terrible, but it is not up to par with her co-stars.

I can't really say that I would ever watch `Funny Face' again. Aside from Thompson I was let down for the overall experience was less that it could have been. The plot was simple at best and the dialog didn't help the matter too much either. Hepburn is charming and Astaire can sing and Thompson was splendid but the mediocre outweighs the positive and brings this film down a few notches for me.

Not everything can be a classic.