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as Nan Prescott, Chester's secretary
* Ruby Keeler as Bea Thorn, dancer turned secretary turned dancer
* Dick Powell as Scott "Scotty" Blair, juvenile lead who is Mrs. Gould's "protégé"
* Frank McHugh as Francis, the dance director
* Ruth Donnelly as Harriet Gould, the producer's spoiled and nepotistic wife
* Guy Kibbee as Silas "Si"

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