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| Ruby Keeler | Peggy Sawyer |
| Warner Baxter | Julian Marsh |
| Bebe Daniels | Dorothy 'Dot' Brock |
| George Brent | Pat Denning |
| Dick Powell | Billy Lawler |
| Guy Kibbee | Abner Dillon |
| Una Merkel | Lorraine 'Lolly' Fleming |
| Ginger Rogers | Ann Lowell (Anytime Annie) |
| Ned Sparks | Thomas Barry |
| George E. Stone | Andy Lee |
When revered Broadway director Julian Marsh falls on hard times with both his health and his finances, he helms an ambitious musical as a final production before his retirement. His lead actress, Dorothy Brock, is torn between two loves--the show's wealthy backer, Abner Dillon, and the earnest but penniless actor Pat Denning --while aspiring young performer Peggy Sawyer waits in the wings, hoping for her big break.
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