| Photos (see all 4 | slideshow) |
| Dick Powell | ... | Ronnie Bowers | |
| Rosemary Lane | ... | Virginia | |
| Lola Lane | ... | Mona Marshall | |
| Hugh Herbert | ... | Chester Marshall | |
| Ted Healy | ... | Fuzzy Boyle | |
| Glenda Farrell | ... | Miss Jones aka Jonesy | |
| Johnnie Davis | ... | Georgia | |
| Louella Parsons | ... | Herself | |
| Alan Mowbray | ... | Alexander 'Alex' Duprey | |
| Mabel Todd | ... | Dot Marshall | |
| Frances Langford | ... | Alice Crayne | |
| Jerry Cooper | ... | Jerry Cooper | |
| Ken Niles | ... | Ken Niles | |
| Duane Thompson | ... | Duane Thompson | |
| Allyn Joslyn | ... | Bernie Walton | |
| Grant Mitchell | ... | B.L. Faulkin | |
| Edgar Kennedy | ... | Callaghan | |
| Fritz Feld | ... | The Russian | |
| Curt Bois | ... | Butch | |
| Perc Westmore | ... | Perc Westmore | |
| Eddie Acuff | ... | Joe | |
| Clinton Rosemond | ... | Tom | |
| William B. Davidson | ... | Director Walter Kelton (as William Davidson) | |
| Wally Maher | ... | Asst. Director Drew | |
| Georgie Cooper | ... | Seamstress (as Georgia Cooper) | |
| Libby Taylor | ... | Cleo | |
| Joseph Romantini | ... | Headwaiter (as Joe Romantini) | |
| Paul Irving | ... | Bramwell | |
| Raymond Paige and His Orchestra | ... | Themselves | |
| Benny Goodman Orchestra | ... | Themselves | |
| rest of cast listed alphabetically: | |||
| Benny Goodman | ... | Conductor of His Orchestra | |
| Raymond Paige | ... | Conductor of His Orchestra | |
| Pearl Adams | ... | Mammy in Civil War Drama (uncredited) | |
| Don Barclay | ... | Friend (uncredited) | |
| Ralph Brooks | ... | Man at Premiere (uncredited) | |
| Sonny Bupp | ... | Little Boy (uncredited) | |
| Leonard Carey | ... | Dupre's Butler (uncredited) | |
| James Conaty | ... | Man at Premiere / Man at Restaurant / Guest at Orchid Room (uncredited) | |
| Allan Conrad | ... | Casting Assistant (uncredited) | |
| Alan Davis | ... | Assistant (uncredited) | |
| Helen Dickson | ... | Onlooker at Premiere (uncredited) | |
| Lester Dorr | ... | Casting Assistant (uncredited) | |
| Marianne Edwards | ... | Little Girl (uncredited) | |
| Demetris Emanuel | ... | Waiter (uncredited) | |
| Betty Farrington | ... | Woman Onlooker (uncredited) | |
| Jerry Fletcher | ... | Bellboy (uncredited) | |
| Allen Fox | ... | Casting Assistant (uncredited) | |
| Harry Fox | ... | Shoe Salesman (uncredited) | |
| Eddie Graham | ... | Eddie (uncredited) | |
| Sid Grauman | ... | Himself - Man in Lobby (uncredited) | |
| Harrison Greene | ... | Drive-in Patron with 3 Boys (uncredited) | |
| George Guhl | ... | Police Officer (uncredited) | |
| Lionel Hampton | ... | Himself - Goodman's Vibraphonist (uncredited) | |
| John Harron | ... | Radio Representative (uncredited) | |
| Susan Hayward | ... | Starlet at Table (uncredited) | |
| Al Herman | ... | Casting Man (uncredited) | |
| Robert Homans | ... | Hollywood Bowl Watchman (uncredited) | |
| Harry James | ... | Himself - Goodman Tall Trumpeter (uncredited) | |
| Patsy 'Babe' Kane | ... | Casting Assistant (uncredited) | |
| Milton Kibbee | ... | Chauffeur (uncredited) | |
| Owen King | ... | Casting Assistant (uncredited) | |
| Gene Krupa | ... | Himself - Goodman's Drummer (uncredited) | |
| Carole Landis | ... | Hat Check Girl with Coat (uncredited) | |
| Ethelreda Leopold | ... | Platinum Blonde in 'Dark Eyes' Chorus (uncredited) | |
| Al Lloyd | ... | Man in Movie Theater (uncredited) | |
| Jean Maddox | ... | Hotel Maid (uncredited) | |
| Jerry Mandy | ... | Waiter (uncredited) | |
| William Mansell | ... | Dot's Partner (uncredited) | |
| Frank McClure | ... | Man at Premiere (uncredited) | |
| Harold Miller | ... | Man at Premiere (uncredited) | |
| Bert Moorhouse | ... | Man at Orchid Club (uncredited) | |
| Frances Morris | ... | Casting Assistant (uncredited) | |
| Jackie Morrow | ... | Page Boy (uncredited) | |
| Jack Mower | ... | Airport Guard (uncredited) | |
| David Newell | ... | Casting Assistant (uncredited) | |
| Barry Norton | ... | Man at Premiere (uncredited) | |
| Spec O'Donnell | ... | Youth in Lobby (uncredited) | |
| George Offerman Jr. | ... | Elevator Boy (uncredited) | |
| George O'Hanlon | ... | Casting Assistant (uncredited) | |
| Paul Whiteman and Orchestra | ... | Producer who offers Powell job after musical number at Callahan's Drive-In (uncredited) | |
| Jean Perry | ... | Frenchy (uncredited) | |
| Ronald Reagan | ... | Radio Announcer & Interviewer at Premiere (uncredited) | |
| John Ridgely | ... | Tall Hotel Desk Clerk (uncredited) | |
| Constantine Romanoff | ... | Falsetto-Voiced Man with Ice Cream Cone (uncredited) | |
| Ronald R. Rondell | ... | Man in Hollywood Hotel Lobby (uncredited) | |
| Jeffrey Sayre | ... | Co-pilot (uncredited) | |
| Janet Shaw | ... | Girl at Premiere (uncredited) | |
| John Sheehan | ... | Premiere Guest Missing Coat (uncredited) | |
| Dina Smirnova | ... | Russian Woman (uncredited) | |
| Bert Stevens | ... | Guest at Orchid Room (uncredited) | |
| David Leo Tillotson | ... | Little Boy (uncredited) | |
| Rosella Towne | ... | Secretary (uncredited) | |
| Joan Valerie | ... | Girl at Premiere (uncredited) | |
| Dale Van Sickel | ... | Man at Hollywood Hotel Desk (uncredited) | |
| Bobby Watson | ... | Casting Assistant (uncredited) | |
| Billy Wayne | ... | Photographer (uncredited) | |
| Leo White | ... | Hotel Guest / Autograph Seeker (uncredited) | |
| Poppy Wilde | ... | Chorus Member - Dark Eyes Number (uncredited) | |
| Teddy Wilson | ... | Himself - Goodman's Pianist (uncredited) | |
| Dan Wolheim | ... | Minor Role (uncredited) | |
| William Worthington | ... | Passerby (uncredited) | |
Directed by | |||
| Busby Berkeley | |||
Writing credits | ||
| Jerry Wald | (screenplay) & | |
| Maurice Leo | (screenplay) and | |
| Richard Macaulay | (screenplay) (as Richard Macauley) | |
| Jerry Wald | (original story) and | |
| Maurice Leo | (original story) | |
Produced by | |||
| Samuel Bischoff | .... | associate producer (uncredited) | |
| Bryan Foy | .... | associate producer (uncredited) | |
| Hal B. Wallis | .... | executive producer (uncredited) | |
| Jack L. Warner | .... | executive producer (uncredited) | |
Original Music by | |||
| Ray Heindorf | (uncredited) | ||
| Heinz Roemheld | (uncredited) | ||
Cinematography by | |||
| George Barnes | (musical numbers photographed by) | ||
| Charles Rosher | (photography by) | ||
Film Editing by | |||
| George Amy | |||
Art Direction by | |||
| Robert M. Haas | (as Robert Haas) | ||
Costume Design by | |||
| Orry-Kelly | (gowns) | ||
Production Management | |||
| Robert Fellows | .... | unit manager (uncredited) | |
Second Unit Director or Assistant Director | |||
| Russell Saunders | .... | assistant director (uncredited) | |
Sound Department | |||
| Charles David Forrest | .... | sound (as David Forrest) | |
| Oliver S. Garretson | .... | sound | |
Stunts | |||
| Vivian Austin | .... | stunt double: Rosemary Lane (uncredited) | |
Music Department | |||
| Leo F. Forbstein | .... | musical director | |
| Ray Heindorf | .... | orchestrator | |
| Fletcher Henderson | .... | music arranger (uncredited) | |
Other crew | |||
| Gene Lewis | .... | dialogue director | |
| Busby Berkeley | .... | dances created and directed by (uncredited) | |
| Matty King | .... | assistant dance director (uncredited) | |
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| The Aviator | Singin' in the Rain | Garden of the Moon | That's Right - You're Wrong | Little Miss Roughneck |
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Fake show biz, courtesy director Busby Berkeley. Saxophone player from the East is called out to Hollywood for work in the movies (though we have no idea why or how this brainstorm transpired); he's immediately set up as a pigeon, taking a lookalike-starlet to a lavish premiere--but when the real actress gets wind of the deception, she orders the greenhorn be fired (and the studio dutifully complies, though the date was their idea!). Ridiculous musical-comedy padded with Big Band numbers and pop-ups from buxom columnist Louella Parsons (touted as "The Queen of Hollywood"). Dick Powell has an ingratiating manner and a handsome profile, but we never learn anything about his character except that he's easily fooled. The Johnny Mercer-Richard Whiting songs run the gamut from fine ("Hooray For Hollywood", "I'm Like a Fish Out of Water") to awful ("Sing, You Son of a Gun"), while the point of the whole thing seems to be: no matter how big of a star you might be, you can always be replaced. ** from ****