
Upholsterer's assistant Irene O'Dare meets wealthy Don Marshall while she is measuring chairs for Mrs. Herman Vincent at her Long Island estate. Charmed by her, Don anonymously purchases Madame Lucy's, an exclusive Manhattan boutique, and instructs newly hired manager Mr. Smith to offer Irene a job as a model. She soon catches the eye of socialite Bob Vincent, whose mother is hosting a ball at the family mansion. To promote Madame Lucy's dress line, Mr. Smith arranges for his models to be invited to the ball.
Cast

Anna Neagle
Irene O'Dare

Ray Milland
Don Marshall

Roland Young
Mr. Smith

Alan Marshal
Bob Vincent

May Robson
Granny O'Dare

Billie Burke
Mrs. Herman Vincent

Arthur Treacher
Bretherton

Marsha Hunt
Miss Eleanor Worth

Isabel Jewell
Jane McGee

Doris Nolan
Lillian
Stuart Robertson
Freddie

Ethel Griffies
Princess Minetti

Tommy Kelly
Michael O'Dare

Juliette Compton
Mrs. Newlands Grey

Roxanne Barkley
Helen
Rod Bacon
Usher (uncredited)
Mildred Boyd
Dancer (uncredited)
Tom Coleman
Diner Patron (uncredited)

Alexander D'Arcy
Mr. Dumont (uncredited)

Dorothy Dandridge
One of the Dandridge Sisters (uncredited)

Vivian Dandridge
One of the Dandridge Sisters (uncredited)
Jack Deery
Charity Ball Guest (uncredited)

J. C. Fowler
Theatre Patron (uncredited)
Herschel Graham
Charity Ball Guest (uncredited)
Avanelle Harris
Dancer (uncredited)
Sam Harris
Charity Ball Guest (uncredited)

Louis Jean Heydt
'Biffy' Webster (uncredited)

Michael Jeffers
Bus Passenger (uncredited)
Etta Jones
One of the Dandridge Sisters (uncredited)

Rosemary La Planche
Charity Ball Guest (uncredited)

Mike Lally
Charity Ball Guest (uncredited)

Hank Mann
Sam (uncredited)
Hans Moebus
Club Patron (uncredited)
Bert Moorhouse
Charity Ball Guest (uncredited)

Richard Neill
Theatre Patron (uncredited)
Hattie Noel
'Mama' Show Singer (uncredited)
Neva Peoples
Singer (uncredited)
Tom Quinn
Charity Ball Guest (uncredited)

Cyril Ring
Charity Ball Guest (uncredited)

Syd Saylor
The Gardener (uncredited)

Larry Steers
Charity Ball Guest (uncredited)

Martha Tilton
Susie Smith (uncredited)
Edwin Tuttle
Club Patron (uncredited)

Nella Walker
Mrs. Marshall (uncredited)
Crew

Herbert Wilcox
Director, Producer
Alice Duer Miller
Screenplay
James Montgomery
Story
Elmo Williams
Editor
Russell Metty
Director of Photography
William Dorfman
Assistant Director
Sydney M. Fogel
Assistant Director
Lloyd Richards
Assistant Director
Merrill G. White
Associate Producer
Edward Stevenson
Costume Design
Richard Van Hessen
Sound Recordist

Vernon L. Walker
Special Effects

Roy Webb
Original Music Composer
Anthony Collins
Original Music Composer, Music Director
Harry Tierney
Original Music Composer, Lyricist
Gene Rose
Music Arranger
Joseph McCarthy
Lyricist
Darrell Silvera
Set Decoration
Aida Broadbent
Choreographer
Douglas Travers
Editorial Services
Lawrence P. Williams
Art Direction
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