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| Jeanette MacDonald | |
| Nelson Eddy | |
| George Sanders | |
| Ian Hunter | |
| Felix Bressart | |
| Edward Ashley | |
| Lynne Carver | |
| Diana Lewis | |
| Curt Bois | |
| Fay Holden | |
| Sig Ruman |
Sarah Millick is engaged to marry Harry Daventry, but it's an arranged marriage. She doesn't love Harry; her real love is her music teacher, Carl Linden . Against her parents' wishes, Sarah leaves Harry for Carl and the two run off to Vienna to get married. Once there, they struggle to make ends meet. Carl tries desperately to sell an operetta he wrote, while Sarah fights off the leering approaches of Baron von Tranisch .
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