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When all Broadway shows are shut down during the Depression, a trio of desperate showgirls scheme to bilk a repugnant high society man of his money to keep their show going.

Warren William
Lawrence

Joan Blondell
Carol

Aline MacMahon
Trixie

Ruby Keeler
Polly

Dick Powell
Brad

Guy Kibbee
Peabody

Ned Sparks
Barney

Ginger Rogers
Fay

Etta Moten
'Remember My Forgotten Man' Singer (uncredited)

Charles C. Wilson
Deputy (uncredited)

Busby Berkeley
Call Boy (uncredited)

Charles Lane
Society Reporter (uncredited)

Billy Barty
Baby in "Pettin' in the Park" Number (uncredited)

Tammany Young
Gigolo Eddie (uncredited)

Maynard Holmes
First Delivery Boy (uncredited)