
Warner Baxter plays the ambitious producer of a burlesque show who rises to the big time on Broadway. Alice Faye is the loyal burleycue singer who helps make Baxter a success. His head turned by sudden fame, Baxter falls under the spell of a society woman (Mona Barrie) who has theatrical aspirations of her own. She marries Baxter, then convinces him to produce a string of "artistic" plays rather than his extravagant musical revues. The plays are flops, and the woman haughtily divorces Baxter. Faithful Alice Faye, who'd gone to London when her ex-beau was married, returns to the penniless Baxter. She and her burlesque buddies team up to pull Baxter out of his rut and put him on top again.
Cast

Warner Baxter
Kerry Bolton

Alice Faye
Pat Doran

Jack Oakie
Joe Cooney

Mona Barrie
Rosalind Cleve

Arline Judge
Connie

Dixie Dunbar
Marie

Gregory Ratoff
Kolpolpeck

Herbert Mundin
English Impresario

Fats Waller
Ben

Nick Long Jr.
Anthony Lamb

Kenny Baker
Arthur

Charles Quigley
Stanley Drake

Al Shaw
Lew Henkle

Sam Lee
Gus Keefe

Andrew Tombes
Slattery

Shirley Deane
Phyllis Sears
Harry 'Zoup' Welsh
'Spud' La Rue

Claudia Coleman
Belle Weaver
Ellen Lowe
Miss Meredith
Herbert Ashley
Jake

Jerry Mandy
Frankie

Keye Luke
Wong
Gareth Joplin
The Bootblack

Maurice Cass
The Tailor (uncredited)

Earle Hodgins
Burlesque Barker (uncredited)

Julius Tannen
Auctioneer (uncredited)

Paul McVey
Auctioneer's Assistant (uncredited)

Cyril Ring
Auctioneer's Assistant (uncredited)
Ferdinand Munier
Bolton's Butler (uncredited)

Torben Meyer
Leopold the Valet (uncredited)

James C. Morton
Jim - the Bartender (uncredited)

Ronald R. Rondell
Artie - Man at Wedding (uncredited)

George Ovey
Man Getting Tie Untied (uncredited)

Vernon Downing
Man in Car (uncredited)

Larry Steers
Extra in Audience (uncredited)

Mary MacLaren
Extra in Audience (uncredited)

Jane Wyman
Dancer (uncredited)

Lynn Bari
Dancer (uncredited)

Bess Flowers
Dancer (uncredited)

Louise Larabee
Dancer (uncredited)

Eddie Foy Jr.
Dancer (uncredited)
Ethel Bryant
Dancer (uncredited)
Philippa Hilber
Dancer (uncredited)
Lorraine Page
Dancer (uncredited)
Anita Thompson
Dancer (uncredited)
Bee Stevens
Dancer (uncredited)

Beatrice Hagen
Dancer (uncredited)
Valerie Traxler
Dancer (uncredited)
Perk Lazelle
Dancer (uncredited)
Clarette Ellis
Dancer (uncredited)
Florine Baile
Dancer (uncredited)

Lucille Miller
Dancer (uncredited)

Marie Deauville
Dancer
Crew

Sidney Lanfield
Director
James Seymour
Adaptation

Gene Markey
Screenplay
Harry Tugend
Screenplay
Ralph Dietrich
Editor
J. Peverell Marley
Director of Photography
A.F. Erickson
Assistant Director
Kenneth Macgowan
Associate Producer
Gwen Wakeling
Costume Design
Roger Heman Sr.
Sound
E. Clayton Ward
Sound
Cyril J. Mockridge
Music
Thomas Little
Set Decoration
Ed Ebele
Production Manager
Hans Peters
Art Direction
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