As sixteen year old Ann Winters begins a relationship with an older actor to further her career, lookalike fan Penelope Ryan is recruited by a group of former child stars to perform in a USO show.

Jane Withers
as Ann Winters / Penny Ryan

Henry Wilcoxon
as Oliver Lawrence

Jack Boyle
as Johnny Kelly

William Demarest
as Harry Fabian

Ruth Donnelly
as Biggy Biggsworth

Etta McDaniel
as Mammy

Joline Westbrook
as Jennifer Lawrence

Bobby Breen
as Bobby Breen

Baby Sandy
as Baby Sandy

Carl Switzer
as Alfalfa