"A producer puts on what may be his last Broadway show, and at the last moment a chorus girl has to replace the star."
Warner Baxter
as Julian Marsh
Bebe Daniels
as Dorothy Brock
George Brent
as Pat Denning
Ruby Keeler
as Peggy Sawyer
Guy Kibbee
as Abner Dillon
Una Merkel
as Lorraine Fleming
Ginger Rogers
as Ann Lowell
Ned Sparks
as Thomas Barry
Dick Powell
as Billy Lawler
Allen Jenkins
as Mac Elroy
Edward Nugent
as Terry
Robert McWade
as Jones
George E. Stone
as Andy Lee
Toby Wing
as Partner in "Young & Healthy" Number (uncredited)
Louise Beavers
as Pansy (uncredited)
Charles Lane
as Playwright (uncredited)
Wallis Clark
as Dr. Chadwick (uncredited)
Tom Kennedy
as Slim Murphy (uncredited)
Harry Akst
as Jerry (uncredited)
George Irving
as Hotel Doctor (uncredited)
Clarence Nordstrum
as Groom in "Shuffle Off To Buffalo" Number (uncredited)
Jack La Rue
as Thug (uncredited)
Henry B. Walthall
as Stage Actor (uncredited)
Jayne Shadduck
as Chorus Girl (uncredited)
Lyle Talbot
as Geoffrey Warning (voice) (uncredited)
Dorothy Coonan Wellman
Dennis O'Keefe
as Chorus Boy (uncredited)
Milton Kibbee
as News Spreader (uncredited)
Bradford Ropes
Novel
Thomas Pratt
Editor
Rian James
Screenplay
Lloyd Bacon
Director
James Seymour
Sol Polito
Director of Photography
Frank Ware
Al Dubin
Original Music Composer
Harry Warren
Orry-Kelly
Costume Design
Busby Berkeley
Choreographer
Jack Okey
Art Direction
Lyricist
Leo F. Forbstein
Conductor