The musical, depicting horse-racing, the circus, and class distinctions, was a failure, running for only two months. Its song "I Won't Dance" was used in the film "Roberta". Some British critics objected to American writers essaying a British story; James Agate, doyen of London theatre critics of the day, dismissed it as "American inanity," though both Kern and Hammerstein were strong and knowledgeable Anglophiles. Kern's last Broadway show (other than revivals) was "Very Warm for May" (1939), another show-biz story and another disappointment, although the score included the Kern and Hammerstein classic "All The Things You Are". In 1935, when musical films had become popular once again, thanks to Busby Berkeley, Kern returned to Hollywood, where he composed the scores to a dozen more films, although he also continued working on Broadway productions. He settled permanently in Hollywood in 1937. After suffering a heart attack in 1939, he was told by his doctors to concentrate on film scores, a less stressful task, as Hollywood songwriters were not as deeply involved with the production of their works as Broadway songwriters. This second phase of Kern's Hollywood career had considerably greater artistic and commercial success than the first. With Hammerstein, he wrote songs for the film versions of his recent Broadway shows "Music in the Air" (1934), which starred Gloria Swanson in a rare singing role, and "Sweet Adeline" (1935). With Dorothy Fields, he composed the new music for "I Dream Too Much" (1935), a musical melodrama about the opera world, starring the Metropolitan Opera diva Lily Pons. Kern and Fields interspersed the opera numbers with their songs, including "the swinging 'I Got Love,' the lullaby 'The Jockey on the Carousel,' and the entrancing title song." Also with Fields, he wrote two new songs, "I Won't Dance" and "Lovely to Look At", for the Fred Astaire and Ginger Rogers film version of "Roberta" (1935), which was a hit. The show also included the song "I'll Be Hard to Handle". This was given a 1952 remake called "Lovely to Look At". Their next film, "Swing Time" (1936) included the song "The Way You Look Tonight", which won the Academy Award in 1936 for the best song. Other songs in "Swing Time" include "A Fine Romance", "Pick Yourself Up" and "Never Gonna Dance".