Cover Girl is a 1944 American musical romantic comedy film directed by Charles Vidor and starring Rita Hayworth and Gene Kelly. The film tells the story of a chorus girl given a chance at stardom when she is offered an opportunity to be a highly paid cover girl. It was one of the most popular musicals of the war years. Primarily a showcase for Hayworth, the film has lavish modern and 1890s costumes, eight dance routines for Hayworth, and songs by Jerome Kern and Ira Gershwin, including "Long Ago (and Far Away)". Plot Rusty is a very lovely and beautiful chorus girl at a Brooklyn nightclub run by her boyfriend Danny McGuire. Fellow showgirl Maurine Martin enters a contest to be on the cover of Vanity magazine, so Rusty tries out as well. When Maurine is given a lukewarm evaluation by Cornelia Jackson, she sabotages Rusty's chances, giving her terrible advice on how to act toward Cornelia. Cornelia's boss, magazine editor John Coudair, decides to check out Maurine at Danny's nightclub, but his eye is immediately drawn to Rusty. It turns out that 40 years earlier, he had become instantly smitten with showgirl Maribelle Hicks, whom Rusty looks exactly like; he later discovers that Maribelle is Rusty's recently deceased grandmother. Danny is worried that, with her newfound fame, Rusty will leave him. She is quite willing to stay if only Danny would ask her. John brings along impresario Noel Wheaton to see Rusty perform; Noel is impressed by both her marvelous beauty and talent. Backstage, he offers her a job. Danny does not want to stand in her way, so he picks an argument to send her packing. Rusty becomes a star on Broadway after appearing in a musical produced by Wheaton, and decides to marry him. At the last second, however, she leaves the wedding and reunites with Danny. Cast Notes The film features cameo appearances by Jinx Falkenburg and Anita Colby as themselves, and an appearance by Shelley Winters, early in her career, as one of the young autograph hounds. In one of Hollywood's most unusual reprised roles, Kelly played Danny McGuire again in the 1980 film Xanadu. Musical numbers Cover Girl marked the first film collaboration of Jerome Kern and Ira Gershwin. "The Show Must Go On" (Kern - music, Gershwin - lyrics) "Who's Complaining?" (Kern, Gershwin) "Sure Thing" (Kern, Gershwin) "Make Way For Tomorrow" (Kern, Gershwin,