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| Fred Astaire | Danny O'Neill |
| Paulette Goddard | Ellen Miller |
| Burgess Meredith | Hank Taylor |
| Artie Shaw | Artie Shaw |
| Charles Butterworth | Mr. Chisholm |
| Frank Melton | Stu |
| Jimmy Conlon | Mr. Dunn |
| Adia Kuznetzoff | Boris |
| Michael Visaroff | Sergai |
| Joseph Marievsky | Ivan |
| Don Brodie | Clerk |
| Billy Benedict | Ticket Taker |
| Ben Hall | Western Union Boy |
Two music students, rather than face the responsibilities of life, repeatedly fail their exams so that they can stay in college. The students change their attitude, however, when they meet a woman who agrees to be their manager and both attempt to woo her as a way of getting a job in Artie Shaw's band. Featuring the Oscar-nominated ``Would You Like to Be the Love of My Life?''.
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