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| Judy Garland | Hannah Brown |
| Fred Astaire | Don Hewes |
| Peter Lawford | Jonathan Harrow III (Johnny) |
| Ann Miller | Nadine Hale |
| Jules Munshin | François |
| Clinton Sundberg | Mike the Bartender |
| Jeni Le Gon | Essie, Nadine's Maid (uncredited) |
| Richard Beavers | Singer |
| Dick Simmons | Ziegfeld Aide (uncredited) |
| Jimmy Bates | Boy (uncredited) |
In this lavish musical, Broadway star Don Hewes' dancing partner goes solo, and Don declares that he can make a hit performer out of the next dancer he sees. This turns out to be the inexperienced Hannah, who bristles as Don tries to make her into his old partner. But as he realizes that he is falling in love with Hannah, Don knows that he must let her grow into her own kind of dancer if he wants her to reach her full potential.
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