"Jimmy and Mary get a group of kids together to play in a school orchestra. A huge contest between schools is coming up and they have a hard time raising money to go to Chicago for the contest."
Mickey Rooney
as Jimmy Connors
Judy Garland
as Mary Holden
June Preisser
as Barbara Frances Morgan
William Tracy
as Phillip Turner
Larry Nunn
as Willie Brewster
Paul Whiteman
as Paul Whiteman
Margaret Early
as Annie
Ann Shoemaker
as Mrs. Connors
Francis Pierlot
as Mr. Judd
Virginia Brissac
as Mrs. May Holden
George Lessey
as Mr. Morgan
Enid Bennett
as Mrs. Morgan
Howard Hickman
as Doctor
Sarah Edwards
as Miss Hodges
Milton Kibbee
as Mr. Holden
Helen Jerome Eddy
as Mrs. Brewster
Jack Albertson
as Barker (uncredited)
Joe Yule
as Ticket Seller at Fair (uncredited)
Lowden Adams
as Morgan's Butler
Richard Allen
as Policeman
Eddie Buzard
as Young Man
Elliott Carpenter
as Henry - the Train Porter
Don Castle
as Charlie
Maxine Cook
as Girl
Vondell Darr
as Indian Love Lyrics Student
Joe Devlin
as 3 Balls 10¢ Attendant
Mary Jo Ellis
as Student
Roland Got
as Morgan's House Boy
Lois James
Louise La Planche
Linda Leighton
Lois Lindsay
as Dancer
Margaret Marquis
as 'Antony and Cleopatra' Girl
Mickey Martin
as Boy
Harry McCrillis
as Booper Martin - Tuba Player
Sidney Miller
as Sid - a Student
Jack Mulhall
as Man Phoning in Constest Winner
Wallace Musselwhite
Sherrie Overton
as 'Romeo and Juliet' Girl
Dick Paxton
as Dick - Second Trumpet Player
Henry Rackin
as
Naida Reynolds
Henry Roquemore
as Mr. Mollison
Virginia Sale
as Music Teacher
Helen Seamon
as Decline and Fall of the Roman Empire' Boy
Myron Speth
Leonard Sues
as Leonard - Trumpet Player
Victoria Vinton
Billy Wayne
as Clown
Douglas Wilson
Ray June
Director of Photography
Arthur Freed
Producer
Busby Berkeley
Director
Fred F. Finklehoffe
Screenplay
Cedric Gibbons
Art Direction
William Ryan
Assistant Director
Edwin B. Willis
Set Decoration
John Monks Jr.
George Gershwin
Songs
Ira Gershwin
Lyricist
Original Music Composer