"Married songwriters almost split up while putting on a big show."
Eleanor Powell
as Marilyn Marsh
Ann Sothern
as Dixie Donegan Crane
Robert Young
as Edward 'Eddie' Crane
Lionel Barrymore
as Judge Murdock
John Carroll
as Buddy Crawford
Red Skelton
as Joe 'Red' Willet
Virginia O'Brien
as Lull
Tom Conway
as Mr. Blanton
Dan Dailey
as Bill Pattison (as Dan Dailey, Jr.)
Reginald Owen
as Max Milton
Rose Hobart
as Mrs. Carter Wardley
Phil Silvers
as Master of Ceremonies
Bess Flowers
as Banquet Guest at Max's Table (uncredited)
James Berry
as James Berry
Warren Berry
as Warren Berry
Ananias Berry
as Nyas Berry (as Nyas Berry)
Connie Russell
as The Singer
Patsy Shaw
as Solo in Montage (uncredited)
Ira Gershwin
Music
Fredrick Y. Smith
Editor
Conrad Salinger
Orchestrator
Adrian
Costume Designer
Edwin B. Willis
Set Decoration
Sydney Guilaroff
Hairstylist
Oliver T. Marsh
Director of Photography
Cedric Gibbons
Art Direction
George J. Folsey
Douglas Shearer
Sound Director
Leo Arnaud
George Stoll
Music Director
George Bassman
George Gershwin
John S. Detlie
Assistant Art Director
Kay Van Riper
Screenplay
Jack McGowan
Story
John McClain
Norman Z. McLeod
Director
Busby Berkeley
Arthur Freed
Producer
Lyricist
Songs
