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| Judy Garland | Manuela |
| Gene Kelly | Serafin |
| Walter Slezak | Don Pedro Vargas |
| Gladys Cooper | Aunt Inez |
| Reginald Owen | The Advocate |
| George Zucco | The Viceroy |
| The Nicholas Brothers | Specialty Dancers |
| Lester Allen | Uncle Capucho |
| Lola Deem | Isabella |
| Ellen Ross | Mercedes |
| Mary Jo Ellis | Lizarda |
| Jean Dean | Casilda |
| Marion Murray | Eloise |
| Ben Lessy | Gumbo |
Manuela Alva is unhappily engaged to Don Pedro, the mayor of her town. When a circus arrives, she's enchanted by performer Serafin, who's likewise smitten with her. The mayor tries to evict the circus from town, but Serafin turns the tables after realizing Don Pedro is Macoco, an ex-pirate in hiding. When Serafin learns that Manuela dreams of Macoco, he adopts the discarded identity to woo her -- but is then condemned to death for the pirate's crimes.
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