Cast
- James Cagney as Chester Kent, creator of musical prologues
- Joan Blondell as Nan Prescott, his secretary
- Ruby Keeler as Bea Thorn, dancer turned secretary turned dancer
- Dick Powell as Scott 'Scotty' Blair, juvenile lead, former protege of Mrs. Gould
- Frank McHugh as Francis, dance director
- Ruth Donnelly as Harriet Bowers Gould, the producer's nepotistic wife
- Guy Kibbee as Silas 'Si' Gould, producer
- Hugh Herbert as Charlie Bowers, Mrs. Gould's brother, the censor
- Claire Dodd as Vivian Rich, Nan's friend, a gold digger
- Gordon Westcott as Harry Thompson, Kent's assistant
- Arthur Hohl as Al Frazer, the other producer
- Renee Whitney as Cynthia Kent, Kent's ex-wife
- Barbara Rogers as Gracie, a dancer
- Paul Porcasi as George Apolinaris, owner of a chain of movie theaters
- Philip Faversham as Joe Barrington, juvenile lead, protege of Mrs. Gould
- Herman Bing as Fralick, the music director
- Billy Barty as Mouse and Little Boy
- Hobart Cavanaugh as Title-Thinkerupper
- Donna Mae Roberts as A chorus girl
- Loretta Andrews as A chorus girl
- Mildred Dixon as Maid, "Honeymoon Hotel"
- Victoria Vinton as A chorus girl
Dorothy Lamour and Ann Sothern were among the many chorus girls in the film. It was Lamour's film debut. It is often written that John Garfield made his (uncredited) film debut in this film, but experts were divided if it was actually him in the very quick (5/6ths of a second) shot. According to the 2003 Turner Classic Movies documentary The John Garfield Story, it is not Garfield.
The "By a Waterfall" production number featured 300 choreographed swimmersRead more about this topic: Footlight Parade
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