Johnny Brett and King Shaw are an unsuccessful dance team in New York. A producer discovers Brett as the new partner for Clare Bennett, but Brett, who thinks he is one of the people they lent money to, gives him the name of his partner.
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Fred Astaire as Johnny Brett
Eleanor Powell as Clare Bennett
George Murphy as King Shaw
Frank Morgan as Bob Casey
Ian Hunter as Bert C. Matthews
Florence Rice as Amy Blake
Lynne Carver as Emmy Lou Lee
Ann Morriss as Pearl
Trixie Firschke as Juggler
Libby Taylor as Angel (uncredited)
George Chandler as Mr. Jones (uncredited)
Gladys Blake as Miss Martin (uncredited)
Mary Field as Second Bride (uncredited)
Irving Bacon as Orange Stand Counterman (uncredited)
James Flavin as Clancy (uncredited)
Joe Yule as Dan (uncredited)
Charlotte Arren as Opera Singer "Arren & Broderick" (uncredited)
Johnny Broderick as Pianist "Arren & Broderick" (uncredited)
Bess Flowers as Nightclub Patron (uncredited)
Carol Adams as Dancer (uncredited)
Barbara Jo Allen as Ms. Konk (uncredited)
Bobby Barber as Wedding Guest (uncredited)
Herman Bing as Silhouettist (uncredited)
Mel Blanc as Panhandler (uncredited)
Don Brodie as Barker (uncredited)
Paul E. Burns as Waiter (uncredited)
Chick Collins as Sailor (uncredited)
James Conaty as Seated Nightclub Patron
Joseph Crehan as Ballroom Manager (uncredited)
John Daheim as Barker (uncredited)
Bobbie Canvin as Music Maids Member (uncredited)
Jeanne Darrell as Music Maids Member (uncredited)
Patt Hyatt as Music Maids Member (uncredited)
Alice Ludes as Music Maids Member (uncredited)
Hal K. Dawson as O'Grady (uncredited)
Edgar Dearing as Policeman (uncredited)
Sayre Dearing as Wedding Guest (uncredited)
Jean Del Val as Italian Waiter (uncredited)
Eddie Hall as Guest at First Wedding (uncredited)
Henry Hebert as Theatregoer (uncredited)
Shep Houghton as Specialty Dancer (uncredited)
Arthur Stuart Hull as Actor in Top Hat (uncredited)
Harry Lash as Barker (uncredited)
Hal Le Sueur as Casey's Chauffeur (uncredited)
David Lloyd as Callboy (uncredited)
Alphonse Martell as French Dancer (uncredited)
Frank McLure as Wedding Guest (uncredited)
Bert Moorhouse as Wedding Guest (uncredited)
Douglas McPhail as Masked Singer (uncredited)
Jack Mulhall as George (uncredited)
John T. Murray as Ham Actor (uncredited)
Wanda Perry as Bridesmaid (uncredited)
Tom Quinn as Wedding Guest (uncredited)
Suzanne Ridgway as Nightclub Dancer / Chorine at Rehearsal (uncredited)
Cyril Ring as Show Backer at Rehearsal / Nightclub Headwaiter (uncredited)