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| Fred Astaire | Tom Bowen |
| Jane Powell | Ellen Bowen |
| Peter Lawford | Lord John Brindale |
| Sarah Churchill | Anne Ashmond |
| Keenan Wynn | Irving Klinger/Edgar Klinger |
| Albert Sharpe | James Ashmond |
| Viola Roache | Sarah Ashmond (uncredited) |
| Henri Letondal | Purser (uncredited) |
| James Finlayson | Cabby (uncredited) |
| Alex Frazer | Chester (uncredited) |
| John R. Reilly | Pete Cumberly (uncredited) |
| William Cabanne | Dick (uncredited) |
| Bess Flowers | Backstage guest (uncredited) |
| Mae Clarke | Telephone operator #1 (uncredited) |
American sibling song-and-dance team Tom and Ellen Bowen are in London in 1947, when all of England is in a tizzy over the impending nuptials of Princess Elizabeth and Prince Philip. Ellen falls head over heels for the dashing Lord John Brindale, and Tom becomes equally smitten with the elegant Anne Ashmond . The film features one of Astaire's most legendary dance performances, dancing across the ceiling of a hotel room.
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