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| Joan Crawford | Janie Barlow |
| Clark Gable | Patch Gallagher |
| Franchot Tone | Tod Newton |
| Fred Astaire | Himself |
| Nelson Eddy | Specialty Singer |
| May Robson | Dolly Todhunter |
| Winnie Lightner | Rosette LaRue |
| Robert Benchley | Ward King |
| Ted Healy | Steve |
| The Three Stooges | |
| Gloria Foy | Vivian Warner |
| Maynard Holmes | Jasper Bradley, Jr. |
| Sterling Holloway | Pinky |
| Florine McKinney | Grace Newton |
Janie lives to dance, but to make ends meet she works in a seedy nightclub. When a rich man, Tod, spots Janie one night, he is smitten. After the club is raided by the cops, and Janie is arrested, Tod bails her out and helps her land a role in a Broadway musical being directed by Patch Gallagher . As Janie falls for Patch and emerges as the star of the show, both the production and her new relationship are threatened by Tod's jealousy.
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