I'm an avid musical fan, and I truly lapped up the first "That's Entertainment!". I've seen it at least a dozen times, and it hardly grows old. So when I taped "That's Entertainment pt 2", I was expecting the same quality. After all, my two favorite classic Hollywood stars, Fred Astaire and Gene Kelly were hosting, so what's not to love? I was extremely disappointed when I saw it, however. It was disorganized, slow, and lacked the smoothness of its predecessor. Too many scenes will have your finger stuck on the fast-forward button in boredom. Though it's nice to see Fred and Gene dance so well at their age (they were 77 and 64 at the time, really!), their commentaries and quips are cheesy and sound terribly phony. The backdrops, special effects, and routines in between clips are silly, outdated, and reminiscent of a '70's kid show (like "Romper Room"). Why would they put two great and talented performers through such garbage? Another complaint is that some clips that looked like they were edited with a butter knife. Great scenes such as the classic stateroom scene from the Marx Bros' "A Night at the Opera" and the "Good Mornin'" number from "Singin' in the Rain" are unforgivably hacked up. And the tribute to Katherine Hepburn and Spencer Tracy left out their final (and finest) movie together: the now classic "Guess who's Coming to Dinner". What a terrible, inexcusable waste. Still, there are some highlights: nice clips from Lena Horne singing "Lady is a Tramp", Kathryn Grayson singing "Smoke Gets in Your Eyes", Gene Kelly wooing Leslie Caron in "An American in Paris", Fred Astaire and Judy Garland's collaboration in "Easter Parade", and more Judy from "Meet Me in St. Louis". Overall, I grade "That's Entertainment, pt 2" a C-. If you want to see it, I can't stop you, but it's such a shame that Astaire and Kelly's talents and personalities were so misused in this film. My advice? Rent any of their movies or at least the ones mentioned in the documentary. Trust me, those choices, now they're entertainment.