"A circus performer who falls in love with a rich car dealer's son, against her family's wishes. Features some spirited dance numbers with Ray Bolger."
Anna Neagle
as Sunny O'Sullivan
Ray Bolger
as Bunny Billings
John Carroll
as Larry Warren
Edward Everett Horton
as Henry Bates
Grace Hartman
as Juliet Runnymede
Paul Hartman
as Egghead
Frieda Inescort
as Elizabeth Warren
Helen Westley
as Aunt Barbara
Benny Rubin
as Maj. Montgomery Sloan
Martha Tilton
as Queen of Hearts
Torben Meyer
as Jean
Bess Flowers
as Mrs. W. Wakefield
Halliwell Hobbes
as Johnson
Edna Holland
as Venus
Bert Moorhouse
as Mr. Julian Duprez
Edmund Mortimer
as Mr. Runnymeade
Larry Steers
as Dr. Warren
Florence Wix
as Mrs. H. Warren
Ernestine Clark
as Acrobat
James Carlisle
as Mr. W. Wakefield (uncredited)
Willa Pearl Curtis
as Woman at Chicken Shack (uncredited)
Earl Clyde
as Stilt Walker (uncredited)
Peggy Remington
as Mrs. Runnymeade (uncredited)
Sig Herzig
Screenplay
Herbert Wilcox
Director
Oscar Hammerstein II
Theatre Play
Otto A. Harbach
Edward Stevenson
Costume Design
Elmo Williams
Editor
Russell Metty
Director of Photography
Anthony Collins
Original Music Composer
Kenneth Holmes
Assistant Director
Richard Van Hessen
Sound Recordist
Vernon L. Walker
Special Effects
Darrell Silvera
Set Decoration
Aida Broadbent
Choreographer