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| James Stewart | Gilbert 'Gil' Young |
| Judy Garland | Susan 'Sue' Gallagher |
| Lana Turner | Sheila 'Red'/'Flatbush' Regan |
| Hedy Lamarr | Mrs. Sondra Kolter |
| Tony Martin | Frank Merton |
| Jackie Cooper | Jerry Regan |
| Ian Hunter | Geoffrey Collis |
| Charles Winninger | Ed 'Pop' Gallagher |
| Edward Everett Horton | Nobel Sage |
| Paul Kelly | John Slayton |
| Eve Arden | Patsy Dixon |
| Dan Dailey Jr. | Jimmy Walters |
| Al Shean | Al Shean |
| Fay Holden | Mrs. Regan |
| Felix Bressart | Mischa |
| Rose Hobart | Mrs. Frank Merton |
| Bernard Nedell | Nick Capalini |
During the 1920s, three New York girls pursue careers performing in the iconic Ziegfeld Follies. Susan is a vaudeville performer who desires nothing more than a shot at the big time. Sheila, who works as an elevator girl, is granted an audition with Flo Ziegfeld himself. And Sandra draws the eye of a dance director after her husband auditions for a position in the orchestra. However, their career ambitions soon complicate their romantic relationships.
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