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| Eleanor Powell | Marilyn Marsh |
| Ann Sothern | Dixie Donegan Crane |
| Robert Young | Edward ''Eddie'' Crane |
| Lionel Barrymore | Judge Murdock |
| John Carroll | Buddy Crawford |
| Red Skelton | Joe ''Red'' Willet |
| Virginia O'Brien | Lull |
| Tom Conway | Mr. Blanton |
| Dan Dailey | Bill ''Billy'' Pattison |
| Reginald Owen | Max Milton |
| Rose Hobart | Mrs. Carter Wardley |
| Phil Silvers | Master of Ceremonies |
| The Berry Brothers | Themselves |
| Connie Russell | Singer in 'Fascinating Rhythm' Production Number |
| Doris Day | Debutante (uncredited) |
| Edward Gargan | Policeman (scenes deleted) |
On the witness stand during her divorce hearing, songwriter Dixie Donegan tells sympathetic Judge Murdock all about the ups and downs of her marriage to her musical partner Eddie Crane . Flashbacks chart the course of the couple's rocky marriage while showcasing song and dance numbers featuring their friends Marilyn Marsh, Joe Willet and the legendary tap-dance trio the Berry Brothers.
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