announce that they have a big deal pending with the Apolinaris theater circuit, but getting the contract depends on Kent impressing Mr. Apolinaris (Paul Porcasi) with three spectacular prologues, presented on the same night, one after another at three different theaters. Kent locks himself and his staff in the offices to prevent espionage leaks while they choreograph and rehearse the three production numbers. Kent then stages "Honeymoon Hotel", "By a Waterfall" (featuring the famous "Human Waterfall") and "Shanghai Lil", featuring Cagney and Ruby Keeler dancing together. Cast James Cagney as Chester Kent, creator of musical prologues Joan Blondell 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" Gould, producer Hugh Herbert as Charlie Bowers, Mrs. Gould's brother and the censor of Kent's programs Claire Dodd as Vivian Rich, Nan's gold-digging friend who sets her sights on Chester Gordon Westcott as Harry Thompson, Kent's assistant Arthur Hohl as Al Frazer, the other producer Renee Whitney as Cynthia Kent, Chester's greedy estranged wife Paul Porcasi as George Apolinaris, owner of a chain of movie theaters Barbara Rogers as Gracie, the spy among Chester's dancers Philip Faversham as Joe Barrington, another juvenile lead and "protégé" of Mrs. Gould Herman Bing as Fralick, the music director Billy Barty as "Mouse" and "Little Boy" Hobart Cavanaugh as Title-Thinker-upper George Chandler as druggist Cast notes: Dorothy Lamour, Victoria Vinton, Ann Sothern and Lynn Browning were among the many chorus girls in the film. It was Lamour's film debut. It is sometimes written that John Garfield made his (uncredited) film debut in the "Shanghai Lil" routine in a (5/6ths of a second) shot. The 2003 Turner Classic Movies documentary The John Garfield Story refutes this, as do several John Garfield biographies that give timelines where he is in New York and then on tour in Chicago with the revival of the play Counsellor-at-Law in 1933. The movie briefly shown in the theater early in the film is The Telegraph Trail, starring a young John Wayne and, coincidentally or not, Frank McHugh. Musical numbers "Honeymoon Hotel" – by Harry Warren (music) and Al Dubin (lyrics) "Shanghai Lil" – by Harry Warren (music) and Al Dubin (lyrics)