A spirited heiress wishing to break into theatre on her own merit arrives at a boardinghouse where aspiring young actresses and showgirls are brought together through their cynicism and disappointments.

Katharine Hepburn
as Terry Randall

Ginger Rogers
as Jean Maitland

Adolphe Menjou
as Anthony Powell

Gail Patrick
as Linda Shaw

Constance Collier
as Miss Luther

Andrea Leeds
as Kay Hamilton

Samuel S. Hinds
as Henry Sims

Lucille Ball
as Judith

Franklin Pangborn
as Harcourt

William Corson
as Bill