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| Joan Blondell | Carol King |
| Ruby Keeler | Polly Parker |
| Dick Powell | Brad Roberts |
| Aline MacMahon | Trixie Lorraine |
| Guy Kibbee | Faneul H. Peabody |
| Warren William | J. Lawrence Bradford |
| Ned Sparks | Barney Hopkins |
| Ginger Rogers | Fay Fortune |
| Sterling Holloway | Messenger boy (uncredited) |
| Ferdinand Gottschalk | Clubman (uncredited) |
| Robert Agnew | Dance director (uncredited) |
| Billy Barty | Pettin' in the Park baby (uncredited) |
| Fred ``Snowflake'' Toones | Man in couple (uncredited) |
| Theresa Harris | Woman in couple (uncredited) |
| Charles Lane | Society reporter (uncredited) |
Things get tough for Carol and her showgirl pals when the Great Depression kicks in and all the Broadway shows close down. Wealthy songwriter Brad saves the day by funding a new Depression-themed musical for the girls to star in, but when his stuffy high-society brother finds out and threatens to disown Brad, Carol and her gold-digging friends scheme to keep the show going, hooking a couple of millionaires along the way.
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