"An ad man gets his model girlfriend to pose as a debutante for a new campaign."
Jack Benny
as Mac Brewster
Ida Lupino
as Paula Sewell
Richard Arlen
as Alan Townsend
Gail Patrick
as Cynthia Wentworth
Ben Blue
as Jupiter Pluvius
Judy Canova
as Toots
Charles Adler
as Yacht Club Boys Member
James V. Kern
George Kelly
Billy Mann
Cecil Cunningham
as Stella
Donald Meek
as Dr. Zimmer
Hedda Hopper
as Mrs. Townsend
Anne Canova
as Specialty
Martha Raye
Zeke Canova
Andre Kostelanetz
as Orchestra Conductor
Russell Patterson
as Self
Louis Armstrong
Connee Boswell
Peter Arno
McClelland Barclay
Arthur William Brown
Rube Goldberg
John LaGatta
Sandra Storme
as Model
Dale Armstrong
as 1st Announcer (uncredited)
Art Baker
as 2nd Announcer (uncredited)
Jerry Bergen
as Bartender (uncredited)
Alan Birmingham
as Craig Sheldon (uncredited)
Virginia Brissac
as Seamstress (uncredited)
Ethel Clayton
as Seamtress (uncredited)
Elsa Connor
as Stenographer (uncredited)
Virginia Dabney
Jack Daley
as Jack (voice) (uncredited)
Betty Dotson
as Girl (uncredited)
Edward Earle
as Flunky (uncredited)
Gail Goodson
Deanie Gordon
as Dancer (uncredited)
Madelon Grey
as Marjorie (uncredited)
Carl Harbaugh
as King (uncredited)
Harry Hayden
as Early (uncredited)
Dell Henderson
as Lord (uncredited)
Howard Hickman
as Mr. Currie (uncredited)
Jerry Jerome
as G-Man (uncredited)
Harry C. Johnson
as Juggler (uncredited)
Kathryn Kay
as Lois (uncredited)
Bernie Lamont
Bert LeBaron
Nick Lukats
as Photographer (uncredited)
John Marshall
as John (uncredited)
Alphonse Martell
as Waiter (uncredited)
Jack McAfee
as Dog and Horse Act Member (uncredited)
Rex Moore
as Attendant (uncredited)
David Newell
as Romeo (uncredited)
Alexander Pollard
'Little Billy' Rhodes
David Robel
as Accordionist (uncredited)
Antrim Short
Reginald Simpson
John Graham Spacey
as Englishman (uncredited)
Jack Starry
as Cycling Star (uncredited)
Jane Weir
as Ms. Gordon (uncredited)
Gloria Williams
as Woman (uncredited)
Don Wilson
as Radio Speaker (voice) (uncredited)
Gloria Youngblood
Raoul Walsh
Director
William LeBaron
Executive Producer
Russel Crouse
Additional Writing
Lewis E. Gensler
Francis Martin
Screenplay
Harlan Ware
Adaptation
Victor Young
Music Arranger
Sig Herzig
Story
Howard Lindsay
Keene Thompson
Eugene Thackrey
Walter DeLeon
A. E. Freudeman
Set Decoration
Edmund Beloin
Additional Dialogue
Phil Boutelje
Other
Eve Greene
William Morrow
Friedrich Hollaender
Songs
Burton Lane
Leo Robin
Lyricist
Harold Arlen
Ted Koehler
Hans Dreier
Art Direction
Alma Macrorie
Editor
Producer
Ellsworth Hoagland
Victor Milner
Director of Photography
Robert Usher
Boris Morros
Music Director
Louis Mesenkop
Sound Recordist
Travis Banton
Costume Design
Gordon Jennings
Special Effects
Harold Lewis
