"Mickey Moran, son of two vaudeville veterans, decides to put up his own vaudeville show with his girlfriend Patsy Barton. But child actress Rosalie wants to make a comeback and replace Patsy both professionally and as Mickey's girl."
Mickey Rooney
as Mickey Moran
Judy Garland
as Patsy Barton
Charles Winninger
as Joe Moran
Guy Kibbee
as Judge Black
June Preisser
as Rosalie Essex
Margaret Hamilton
as Martha Steele
Grace Hayes
as Florrie Moran
Betty Jaynes
as Molly Moran
Douglas McPhail
as Don Brice
Rand Brooks
as Jeff Steele
Leni Lynn
as Dody Martini
Johnny Sheffield
as Bobs (as John Sheffield)
Henry Hull
as Madox
Barnett Parker
as William
Ann Shoemaker
as Mrs. Barton
Joseph Crehan
as Mr. Essex
George McKay
as Brice
Henry Roquemore
as Shaw
Lelah Tyler
as Mrs. Brice
Charles D. Brown
as Larry Randall (uncredited)
Ann Bupp
as Minor Role (uncredited)
Joe Caits
as Vaudevillian Veteran (uncredited)
George F. Calger Jr.
as Young Mickey Moran (uncredited)
Frank Darien
as Mr. Parks - Druggist (uncredited)
Dick Dennis
as Singer (uncredited)
James Donlan
as Fred (uncredited)
Inna Gest
Lois James
as Chorus Girl (uncredited)
Robert Emmett Keane
as Booking Agent (uncredited)
Lon McCallister
as Boy (uncredited)
Cyril Ring
as Vaudevilian Celebrant (uncredited)
Charles Smith
as Shy Youth (uncredited)
Leonard Sues
Libby Taylor
as Millicent - Rosalie's Maid (uncredited)
Mary Treen
as Receptionist (uncredited)
Pat West
Frank Whitbeck
as Trailer Announcer (voice) (uncredited)
Robert Winkler
Sidney Miller
as Sid (uncredited)
Grace McDonald
as Dolores Reynolds
Busby Berkeley
Director
Arthur Freed
Producer
Ray June
Director of Photography
Jack McGowan
Screenplay
Kay Van Riper
George Bassman
Original Music Composer
Art Smith
Unit Manager
George Stoll
Cedric Gibbons
Art Direction
Edwin B. Willis
Set Decoration
Douglas Shearer
Sound
Frank Sullivan
Editor
William Ryan
Assistant Director
Richard Rodgers
Songs
Lorenz Hart
Lyricist
Music Arranger
Wally Heglin
Orchestrator
Paul Marquardt
Anita Loos
Additional Writing
Annalee Whitmore
Edgar Allan Woolf
John Meehan
Music Director
Murray Cutter
Arthur Schutt
Theatre Play
Florence Ryerson
Leo Arnaud
Noel Langley