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| Fred Astaire | Johnny Parkson Riggs |
| Lucille Bremer | Yolanda Aquaviva |
| Frank Morgan | Victor Budlow Trout |
| Mildred Natwick | Aunt Amarilla |
| Mary Nash | Duenna |
| Leon Ames | Mr. Candle |
Fresh out of the convent, naive heiress Yolanda becomes an easy target for charming confidence man Johnny Riggs and his sidekick, Victor Trout . Johnny manages to trick the devout Yolanda into believing that he is her guardian angel and -- once perched upon her shoulder -- he goes about the business of relieving her of her inheritance. But when Johnny begins to fall for his beautiful target, he struggles to choose between love and money.
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