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| Kathryn Grayson | Kathryn Jones |
| Gene Kelly | Private Eddie Marsh |
| Mary Astor | Hyllary Jones |
| Jose Iturbi | Himself |
| John Boles | Colonel Bill Jones |
| Dick Simmons | Captain Fred Avery |
| Ben Blue | Chuck Polansky |
| Frank Jenks | Sergeant Koslack |
| Frank Sully | Alan |
| Wally Cassell | Jack |
| Ben Lessy | Silent Monk |
| Frances Rafferty | Marie Corbino |
| Odette Myrtil | Mama Corbino |
| Willy Kaufman | Papa Corbino |
| Lionel Barrymore | |
| Mickey Rooney | Himself |
| Red Skelton | Himself |
| Eleanor Powell | Herself |
| Ann Sothern | Herself |
| Lucille Ball | Herself |
| Virginia O'Brien | Herself |
| Lena Horne | Herself |
| Marsha Hunt | Herself |
| Margaret O'Brien | Customer in Red Skelton Skit |
Trapeze artist Eddie Marsh is a new military recruit with an entertainer's spirit. Eddie decides he'd like to organize a grand performance for his fellow soldiers, but is distracted when he meets the lovely Kathyrn . Eddie and Kathyrn have chemistry, but the girl's father, Col. Bill Jones, disapproves of the romance. Undeterred, Eddie does his best to put on the show of a lifetime and earn the blessing of the curmudgeonly colonel.
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