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| Jeanette MacDonald | Marcia Mornay |
| Nelson Eddy | Paul Allison |
| John Barrymore | Nicolai Nazaroff |
| Herman Bing | August Archipenko |
| Tom Brown | Kip Stuart |
| Lynne Carver | Barbara Roberts |
| Rafaela Ottiano | Ellen |
| Charles Judels | Cabby |
| Paul Porcasi | Trentini |
| Sig Rumann | Fanchon |
| Walter Kingsford | Mr. Rudyard |
| Edgar Norton | Secretary |
| Guy Bates Post | Louis Napoleon |
| Iphigenie Castiglioni | Empress Eugenie |
| Anna Demetrio | Madame Fanchon |
| Frank Puglia | Orchestra Conductor |
| Adia Kuznetzoff | Dubrovsky |
| Joan Le Sueur | Maypole Dancer |
| Russell Hicks | Monsieur Bulliet |
| Harry Davenport | Opera Director |
| Harry Hayden | Opera Director |
| Howard Hickman | Opera Director |
| Robert C. Fischer | Mr. Abrams |
| Harlan Briggs | Bearded Director |
| Frank Sheridan | O'Brien |
| Billy Gilbert | Drunk |
| Ivan Lebedeff | Empress' Dinner Companion |
| Maurice Cass | Opera House Manager |
| Douglas Wood | Massilon |
The aging Marcia Mornay looks back on her long life and career as a renowned opera singer. As a young woman, she is trained by expert vocal teacher Nikolai Nazarov . When Nikolai asks Marcia to marry him, she agrees to the wedding because, although she does not love her instructor, she is unwilling to break his heart. Just before her wedding, though, Marcia meets and falls in love with aspiring singer Paul Allison .
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