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| Luise Rainer | Poldi Vogelhuber |
| Fernand Gravet | Johann 'Schani' Strauss II |
| Miliza Korjus | Carla Donner |
| Hugh Herbert | Julius Hofbauer |
| Lionel Atwill | Count Anton ''Tony'' Hohenfried |
| Curt Bois | Kienzl |
| Leonid Kinskey | Dudelman |
| Al Shean | Cellist |
| Minna Gombell | Mrs. Hofbauer |
| George Houston | Fritz Schiller |
| Bert Roach | Vogelhuber |
| Greta Meyer | Mrs. Vogelhuber |
| Herman Bing | Otto Dommayer |
| Alma Kruger | Mrs. Strauss |
| Henry Hull | Emperor Franz Josef |
| Sig Rumann | Wertheimer the Banker |
| Christian Rub | Coachman |
In 19th century Vienna, Johann ''Schani'' Strauss II, son of the great composer, endeavors to realize his own talents. With the support of his girlfriend, Poldi, and the unexpected patronage of opera star Carla Donner, Schani gains enough success to marry Poldi, but avoids Carla's high society circles. Unexpectedly thrown together with Carla, however, Schani falls in love with her. When she commissions an opera from him, his career rises as his marriage crumbles.
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