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| Deanna Durbin | Ann Carter |
| Pat O'Brien | Martin Murphy |
| Franchot Tone | Charles Gerard |
| Akim Tamiroff | Popoff |
| Alan Mowbray | Buzz Jenkins |
| Walter Catlett | Mortimer Kalb |
| Elsa Janssen | Severina |
| Evelyn Ankers | Elizabeth Campbell |
| Frank Jenks | Emmett |
| Sig Arno | Moreno |
| Hans Conried | Reeves |
| Florence Bates | Lady Sloughberry |
| Roscoe Karns | Fields |
Delighted by news from her half-brother Martin about his many successes in Manhattan, small-town Midwestern girl and aspiring singer Ann packs it up and heads to the Big Apple. Ann arrives at Martin's supposed address, only to discover him working as a butler in the home of a famed writer of Broadway musicals, Charles Gerard . When Martin refuses to get Ann a coveted audition with his employer, she schemes to meet the elusive composer.
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