|Fred Astaire||Tony Hunter|
|Cyd Charisse||Gabrielle Gerard|
|Oscar Levant||Lester Marton|
|Nanette Fabray||Lily Marton|
|Jack Buchanan||Jeffrey Cordova, Theatre Director/Star|
|James Mitchell||Paul Byrd, Choreographer|
|Robert Gist||Hal Benton, Cordova's Manager|
Famous musical movie star Tony Hunter fears his career may be on the skids, but his friends, Lester and Lily, have written a Broadway vehicle to kick-start his professional life. Tony is ecstatic -- until egotistical director Jeffrey Cordova joins the project and casts ballerina Gaby Gerard as the leading lady. Tony's second chance seems to be fading, but he may get more than he bargained for as the show goes on.