| Gene Kelly | Don Lockwood |
| Debbie Reynolds | Kathy Selden |
| Donald O'Connor | Cosmo Brown |
| Jean Hagen | Lina Lamont |
| Millard Mitchell | R.F. Simpson |
| Rita Moreno | Zelda Zanders |
| Douglas Fowley | Roscoe Dexter |
| Cyd Charisse | Dancer |
| Madge Blake | Dora Bailey (uncredited) |
| King Donovan | Rod (uncredited) |
| Kathleen Freeman | Phoebe Dinsmore (uncredited) |
| Bobby Watson | Diction Coach (uncredited) |
| Jimmy Thompson | Male Lead in "Beautiful Girl" Number (uncredited) |
| Dan Foster | Assistant Director (uncredited) |
| Margaret Bert | Wardrobe Woman (uncredited) |
| Mae Clarke | Hairdresser (uncredited) |
| John Dodsworth | Baron de la Ma de la Toulon (uncredited) |
| Stuart Holmes | J. Cumberland Spendrill III (uncredited) |
A spoof of the turmoil that afflicted the movie industry in the late 1920s when movies went from silent to sound. When two silent movie stars', Don Lockwood and Lina Lamont, latest movie is made into a musical a chorus girl is brought in to dub Lina's speaking and singing. Don is on top of the world until Lina finds out.
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