Second Chorus
Danny O'Neill and Hank Taylor are rival trumpeters with the Perennials, a college band, and both men are still attending college by failing their exams seven years in a row. In the midst of a performance, Danny spies Ellen Miller who ends up being made band manager. Both men compete for her affections while trying to get the other one fired.
Fred Astaire
Danny O'Neill
Paulette Goddard
Ellen Miller
Artie Shaw
Himself
Charles Butterworth
J. Lester Chisholm
Burgess Meredith
Hank Taylor
Frank Melton
Stu
Jimmy Conlin
Mr. Dunn
Don Brodie
Clerk
Marjorie Kane
Secretary
Joan Barclay
Receptionist
Willa Pearl Curtis
Scrubwoman
Phil Arnold
Shaw's First Manager (uncredited)
Bobby Barber
Room Service Waiter (uncredited)
Bus Bassey
Tenor Sax Player (uncredited)
William Benedict
Ticket Taker (uncredited)
Vernon Brown
Trombone Player (uncredited)
Billy Butterfield
Trumpet Player (uncredited)
Romaine Callender
Waiter (uncredited)
Jack Cathcart
Trumpet Player (uncredited)
Heinie Conklin
Reporter (uncredited)
Gordon De Main
Elevator Passenger (uncredited)
Jud De Naut
Bass Player (uncredited)
Nick Fatool
Drummer (uncredited)
Jack Gordon
Stagehand (uncredited)
Johnny Guarnieri
Piano Player (uncredited)
Ben Hall
Western Union Boy (uncredited)
Alton Hendrickson
Guitar Player (uncredited)
Jack Jenney
Trombone Player (uncredited)
Jerry Jerome
Tenor Sax Player (uncredited)
Adia Kuznetzoff
Boris (uncredited)
Lillian Lawrence
Spinster (uncredited)
Alexander Leftwich
Elevator Passenger (uncredited)
Ben Lessy
Shaw's Second Manager (uncredited)
Joseph Marievsky
Ivan (uncredited)
Charles R. Moore
Sam - Elevator Operator (uncredited)
Buddy Morrow
Musician (uncredited)
Spec O'Donnell
Disappointed Fan at Stage Door (uncredited)
Hermes Pan
College Clarinetist (uncredited)
Neely Plumb
Alto Sax Player (uncredited)
Albert Pollet
Waiter (uncredited)
June Preston
Little Blonde Girl Dancing (uncredited)
Fred Rapport
Headwaiter (uncredited)
Les Robinson
Alto Sax Player (uncredited)
Charles Smith
College Boy with Zinc Oxide on His Nose (uncredited)
Mary Stewart
Dancer / Singer (uncredited)
Leonard Sues
Trumpet Player (uncredited)
Edward Thomas
Waiter (uncredited)
Michael Visaroff
Sergei (uncredited)
George Wendt
Trumpet Player (uncredited)
Poppy Wilde
Night Club Patron (uncredited)
Allen Wood
Messenger (uncredited)
Frank Cavett
Story
Elaine Ryan
Screenplay
H. C. Potter
Director
Boris Morros
Producer
Ian McLellan Hunter
Screenplay
Theodor Sparkuhl
Director of Photography
Hermes Pan
Choreographer
Edward Montagne
Assistant Director
Boris Leven
Art Direction
William A. Wilmarth
Sound Recordist
Howard Bristol
Set Dresser
Johnny Mercer
Lyricist
Frank Cavett
Assistant Director
Jack Dennis
Editor
Edward Paul
Assistant Music Supervisor
Joseph H. Nadel
Production Manager
Fred R. Feitshans Jr.
Assistant Editor
Helen Taylor
Wardrobe Designer
Artie Shaw
Music
Robert Stillman
Associate Producer
Ben Hecht
Writer