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| Fred Astaire | Josh Barkley |
| Ginger Rogers | Dinah Barkley |
| Oscar Levant | Ezra Millar |
| Billie Burke | Mrs. Livingston Belney |
| Gale Robbins | Shirlene May |
| Jacques Francois | Jacques Pierre Barredout |
| George Zucco | The Judge |
| Clinton Sundberg | Bert Felsher |
| Inez Cooper | Pamela Driscoll |
| Carol Brewster | Gloria Amboy |
| Wilson Wood | Larry |
| Jean Andren | First Woman (uncredited) |
| Laura Treadwell | Second Woman (uncredited) |
| Margaret Bert | Mary the Maid (uncredited) |
| Hans Conried | Ladislaus Ladi (uncredited) |
| Frank Ferguson | Mr. Perkins (uncredited) |
| Dee Turnell | Blonde (uncredited) |
Josh and Dinah Barkley are a famous musical theater duo, but an argument on the opening night of their newest Broadway show reveals previously unspoken resentments. Dinah feels overshadowed by Josh, so when flirtatious playwright Jacques Pierre Barredout suggests she play the lead in his new drama about Sarah Bernhardt, she separates from Josh and endeavors to become a serious actress. Can producer Ezra Miller reunite the duo?
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