"On leave, a sailor falls in love with a young lady aspiring to become a Broadway dancer, but their relationship is jeopardized by an established Broadway star, who is also enamored by him."
Eleanor Powell
as Nora Paige
James Stewart
as Ted Barker
Virginia Bruce
as Lucy James
Una Merkel
as Jenny Saks
Sid Silvers
as 'Gunny' Sacks
Frances Langford
as 'Peppy' Turner
Raymond Walburn
as Captain Dingby
Alan Dinehart
as McKay
Buddy Ebsen
as 'Mush' Tracy
Juanita Quigley
as Sally Saks
Georges
as Himself
Jalna
as Herself
Reginald Gardiner
as Policeman
Barnett Parker
as Floorwalker
J. Marshall Smith
as Member of The Foursome
L. Dwight Snyder
Jay Johnson
Del Porter
Jean Ashton
as Chorus Girl (uncredited)
Monica Bannister
as Waitress at Lonely Hearts Club (uncredited)
Bonnie Bannon
Barbara Bedford
as Hector's Secretary (uncredited)
Charles Bennett
as Quartet Member (uncredited)
Diane Cook
as Girl at Lonely Hearts Club (uncredited)
Doris Davenport
Mary Dees
as Chorine (uncredited)
Wanda Perry
as Guest at Lonely Hearts Club (uncredited)
Jack McGowan
Screenplay
Roy Del Ruth
Director
Story
Buddy G. DeSylva
Eddie Croninworth
Still Photographer
George Hommel
Ray June
Director of Photography
Cole Porter
Lyricist
Songs
Alfred Newman
Music Director
Jack Cummings
Producer
Cedric Gibbons
Art Direction
Adrian
Costume Design
William J. Scully
Assistant Director
Blanche Sewell
Editor
Music
William Steinkamp
Sound
Douglas Shearer
Original Music Composer