On the day before Easter in 1911, Don Hewes is crushed when his dancing partner (and object of affection) Nadine Hale refuses to start a new contract with him. To prove Nadine's not important to him, Don acquires innocent new protege Hannah Brown, vowing to make her a star in time for next year's Easter parade.

Judy Garlandas Hannah Brown
Fred Astaireas Don Hewes
Peter Lawfordas Jonathan Harrow III
Ann Milleras Nadine Hale
Jules Munshinas François
Clinton Sundbergas Mike
Richard Beaversas Singer
Lola Albrightas Hat Model / Showgirl (uncredited)
Shirley Ballardas Showgirl (uncredited)