"Helen Chernen pushes her younger sister Katherine into show business in order to escape their small town poverty."
Ida Lupino
as Helen Chernen
Dennis Morgan
as Paul Collins
Joan Leslie
as Katherine 'Katie' Blaine
Jack Carson
as Albert Runkel
Gladys George
as Lily Emery
Paul Cavanagh
as John 'Jack' Shagrue
Ann Doran
as Dorshka (Uncredited)
Thurston Hall
as Harry (Uncredited)
Nestor Paiva
as Max Wade (Uncredited)
Joan Woodbury
as Maria (Uncredited)
Roman Bohnen
as Sam Chernen (Uncredited)
Leona Maricle
as Laura Britton (Uncredited)
Ray Montgomery
as Johnny Gilpin (Uncredited)
Libby Taylor
as Essie (Uncredited)
Murray Alper
as Joe Duglatz (Uncredited)
Julie Bishop
as Chorine (Uncredited)
Roland Drew
as Roland (Uncredited)
Jody Gilbert
as Anderson (Uncredited)
Marian Hall
as Anna (Uncredited)
Jean Inness
as Flora Ames (Uncredited)
Charles Judels
as Mr. Flores (Uncredited)
Eddie Kane
as Oscar Evans (Uncredited)
Lou Lubin
as Frenchy (Uncredited)
Thomas Martin
as Bill (Uncredited)
Lon McCallister
as Bud (Uncredited)
Philip Van Zandt
as Eddie (Uncredited)
Virginia Brissac
as Dress Saleswoman (Uncredited)
Frank Mayo
as Railroad Ticket Taker (Uncredited)
Dolores Moran
as Young Blonde (Uncredited)
Dave Willock
as Bellboy (Uncredited)
Sam Garrett
as Cowboy (Uncredited)
Dick French
as Playboy (Uncredited)
Jimmy Butler
as Boy (Uncredited)
Jean Ames
as Pudgy Girl (Uncredited)
Peggy Diggins
as Tipsy Girl at Party (Uncredited)
Bill Kennedy
as Radio Announcer (Uncredited)
Charles Drake
as Trailer Narrator (Uncredited)
Faye Emerson
as Ice Cream Parlor Waitress
Ben Hall
as Ice Cream Parlor Counterman (Uncredited)
Harry Lewis
as Serious Young Man (Uncredited)
Jack Kenney
as Theatrical Agent (Uncredited)
Hank Mann
as Backstage Janitor (Uncredited)
Frances Morris
as Telephone Operator (Uncredited)
Paul Panzer
as Miner (Uncredited)
Alexander Pollard
as Butler in Play (Uncredited)
Leo White
as Graduation Photographer (Uncredited)
Harry Semels
as Passerby (Uncredited)
Monte Blue
as Man in Audience (Uncredited)
Tom Coleman
Eddie Craven
as Call Boy in Montage (Uncredited)
Stacy Keach, Sr.
as First Theatrical Agent in Montage (Uncredited)
Jack Kennedy
as Second Theatrical Agent in Montage (Uncredited)
C. Harry Clark
as Working Man at Theater (Uncredited)
Lew Harvey
Jack Wise
as Actor Leaving Theater (Uncredited)
Merrillee Lannon
as Western Union Clerk (Uncredited)
William Hopper
as Hotel Desk Clerk (Uncredited)
Edward McWade
as Stage Doorman (Uncredited)
Wilbur Mack
as Stage Manager (Uncredited)
Bill Edwards
as Intern at Hospital (Uncredited)
Edgar Dearing
as Policeman at Hospital (Uncredited)
Emory Parnell
Eddy Chandler
as Policeman at Dock (Uncredited)
Wallace Scott
as Bum at Dock (Uncredited)
Vera Lewis
as 'Aunt Vera Elliott' in 'Morning Melody' (Uncredited)
William Forrest
as 'Uncle Edward Elliott' in 'Morning Melody' (Uncredited)
Brooks Benedict
as Embassy Club Patron (Uncredited)
Georges Renavent
as Embassy Club Headwaiter (Uncredited)
Jeffrey Sayre
as Chorus Boy (Uncredited)
Sonia Darrin
as Chorus Girl (Uncredited)
Cyril Ring
as Nightclub Patron (Uncredited)
Bert Stevens
Bert Moorhouse
as Party Guest (Uncredited)
Harold Miller
Tom Stevenson
Billy Curtis
as Vaudeville Midget (Uncredited)
Mary Curtis
Victor Zimmerman
as Electrician at Vaudeville Show (Uncredited)
Eddie Hart
Sue Moore
as Undetermined Role (uncredited)
Thomas Pratt
Editor
James Wong Howe
Director of Photography
Vincent Sherman
Director
Jack L. Warner
Executive Producer
Daniel Fuchs
Screenplay
Heinz Roemheld
Original Music Composer
Jerry Wald
Story
Peter Viertel
Producer
Cole Porter
Songs
Lyricist
Max Parker
Art Direction
Presenter
Orry-Kelly
Costume Design
Perc Westmore
Makeup Artist
Elmer Decker
Assistant Director
LeRoy Prinz
Choreographer
Leo F. Forbstein
Music Director
Don Siegel
Editorial Services
Ray Heindorf
Music Arranger
Walter F. Tilford
Set Decoration
Willard Van Enger
Special Effects
Stanley Jones
Sound
Hugo Friedhofer
Orchestrator
