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| Fred Astaire | Bert Kalmar |
| Vera-Ellen | Jessie Brown/Jessie Kalmar |
| Red Skelton | Harry Ruby |
| Arlene Dahl | Eileen Percy Ruby |
| Keenan Wynn | Charlie Kope |
| Gale Robbins | Terry Lordel |
| Gloria DeHaven | Mrs. Carter De Haven |
| Phil Regan | Himself |
| Harry Shannon | Clanahan |
| Debbie Reynolds | Helen Kane |
| Paul Harvey | Al Masters |
| Carleton Carpenter | Dan Healy |
| Harry B. Mendoza | The Great Mendoza |
| Billy Gray | Boy (uncredited) |
| Pat Flaherty | Coach (uncredited) |
| Pierre Watkin | Philip Goodman (uncredited) |
| Syd Saylor | Barker at Clanahan's (uncredited) |
This film chronicles the friendship of songwriting duo Bert Kalmar and Harry Ruby . Bert is a vaudeville dancer who moonlights as a magician. His assistant, Harry, makes a disastrous mistake at a magic show, and their partnership ends. Later, when Bert hurts his leg and can no longer dance, he tries his hand at writing musical numbers. After hearing a friend play a catchy tune, Bert asks to meet the man who composed the song -- leading him right back to Harry.
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