A bandleader, desperate to get his band's instruments out of hock, promises the pawnshop clerk--an aspiring songwriter--that he'll let the band's female singer do the clerk's songs at a local club if he will let the band "borrow" their instruments at night. The clerk's girlfriend, however, thinks that the band singer is after more than her boyfriend's songs.

Jane Frazee
as Carol Denton

Kirby Grant
as Dusty Rhodes

Charles Smith
as Eddie Thompson

Lois Collier
as Betty Parker

Fritz Feld
as Prof. Rinaldo

Ralph Sanford
as Pete Harris

Armida
as Specialty Dancer

Jean Ritchie
as Specialty Skater

Ramon Ros
as Specialty Dancer

Pete Daily
as Dixieland Band Trumpet Player