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| Clark Gable | Blackie Norton |
| Jeanette MacDonald | Mary Blake |
| Spencer Tracy | Father Mullin |
| Jack Holt | Jack Burley |
| Jessie Ralph | Mrs. Burley |
| Ted Healy | Mat |
| Shirley Ross | Trixie |
| Al Shean | Professor |
Blackie Norton is a nightclub owner who hires a down-on-her-luck singer for his club, Mary Blake . The two hit it off and even become romantically involved, but soon she is courted by real-estate magnate Jack Burley to sing at the Tivoli Opera House. At first she refuses, but when she sees questionable posters of her put up by Blackie, she leaves, forcing Blackie to find a way to win her and his business back.
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