| Judy Garland | Esther Blodgett/Vicki Lester |
| James Mason | Norman Maine |
| Jack Carson | Matt Libby |
| Charles Bickford | Oliver Niles |
| Tom Noonan | Danny McGuire |
| Lucy Marlow | Lola Lavery |
| Amanda Blake | Susan Ettinger |
| Irving Bacon | Graves |
| Hazel Shermet | Libby's Secretary |
| James Brown | Glenn Williams (uncredited) |
| Lotus Robb | Miss Markham, publicity department |
| Joan Shawlee | Announcer (uncredited) |
| Dub Taylor | Driver (uncredited) |
| Louis Jean Heydt | Director, ocean scene (uncredited) |
| Tristram Coffin | Director - 'Lose That Long Face' Number |
| Olin Howland | Charley (uncredited) |
| Willis Bouchey | McBride (director) (uncredited) |
| Kathryn Card | Landlady (uncredited) |
| Rex Evans | MC (uncredited) |
| Emerson Treacy | Justice of the Peace (uncredited) |
Hollywood actor Norman Maine is a celebrity whose star is on the wane, but when he meets aspiring actress Esther Blodgett, he is inspired to help her, and soon the two appear in a musical together. Now known as Vicki Lester, she marries Norman and finds herself in demand, while his reputation continues to decline, resulting in heavy bouts of drinking. Eventually, Vicki must choose between moving forward with her career and attempting to save her husband.
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