"A nightclub dancer makes it big in modeling, leaving her dancer boyfriend behind."
Rita Hayworth
as Rusty Parker / Maribelle Hicks (flashback)
Gene Kelly
as Danny McGuire
Lee Bowman
as Noel Wheaton
Phil Silvers
as Genius
Jinx Falkenburg
as Jinx Falkenburg
Leslie Brooks
as Maurine Martin
Eve Arden
as Cornelia 'Stonewall' Jackson
Otto Kruger
as John Coudair
Jess Barker
as John Coudair as a Young Man
Anita Colby
as Miss Colby
Curt Bois
as Chef at Danny McGuire's
Jean Colleran
as Cover Girl: American Magazine
Francine Counihan
as Cover Girl: American Home
Helen Mueller
as Cover Girl: Collier's Magazine
Cecilia Meagher
as Cover Girl: Coronet
Betty Jane Hess
as Cover Girl: Cosmopolitan
Dusty Anderson
as Cover Girl: Farm Journal
Eileen McClory
as Cover Girl: Glamour
Cornelia B. von Hessert
as Cover Girl: Harper's Bazaar
Karen X. Gaylord
as Cover Girl: Liberty
Cheryl Archibald
as Cover Girl: Look
Peggy Lloyd
as Cover Girl: Mademoiselle
Betty Jane Graham
as Cover Girl: McCalls
Martha Outlaw
as Cover Girl: Red Book
Susann Shaw
as Cover Girl: Vogue
Rose May Robson
as Cover Girl: Woman's Home Companion
Edward Brophy
as Joe, bartender (uncredited)
Stanley Clements
as Elevator Boy (uncredited)
Eddie Hall
as Soldier (uncredited)
Thurston Hall
as Tony Pastor (uncredited)
Milton Kibbee
as Reporter Asking About Flowers (uncredited)
Muriel Morris
as Chorus Girl (uncredited)
Constance Worth
as Receptionist (uncredited)
Miriam LaVelle
as Specialty Dancer (uncredited)
Miriam Nelson
Dorothy Vernon
as Wardrobe Woman (uncredited)
Robert Homans
as Pop (uncredited)
Rudolph Maté
Director of Photography
Erwin S. Gelsey
Story
Viola Lawrence
Editor
Arthur Schwartz
Producer
Allen M. Davey
Charles Vidor
Director
Virginia Van Upp
Writer
Val Raset
Choreographer
Fred W. Leigh
Songs
Fay Babcock
Set Decoration
Budd Boetticher
Assistant Director
Gwen Wakeling
Costume Design
Jerome Kern
Music
Seymour Felix
Henry E. Pether
Morris Stoloff
Music Director
John Hoffman
Other
Robert Coburn
Still Photographer
Clay Campbell
Makeup Artist
Philip Faulkner Jr.
Sound Recordist
Travis Banton
Helen Hunt
Hairstylist
Harry Conover
Norman Deming
Marion Parsonnet
Adaptation
Natalie Kalmus
Morgan Padelford
Muriel King
Paul Gangelin
Carmen Dragon
Orchestrator
Lionel Banks
Art Direction
Cary Odell
Lyricist
Ira Gershwin
E.Y. Harburg
Kenneth Hopkins
Original Music Composer
