Judy O'Brien is an aspiring ballerina in a dance troupe. Also in the company is Bubbles, a brash mantrap who leaves the struggling troupe for a career in burlesque. When the company disbands, Bubbles gives Judy a thankless job as her stooge. The two eventually clash when both fall for the same man.

• RKO Radio Pictures
• Maureen O'Hara
• Louis Hayward
• Lucille Ball
• Virginia Field
• Ralph Bellamy
• Maria Ouspenskaya
• Mary Carlisle
• Katharine Alexander