A nightclub dancer makes it big in modeling, leaving her dancer boyfriend behind.
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| Directing | Charles Vidor | Director |
| Writing | Erwin S. Gelsey | Story |
| Writing | Virginia Van Upp | Writer |
| Production | Arthur Schwartz | Producer |
| Camera | Allen M. Davey | Director of Photography |
| Camera | Rudolph Maté | Director of Photography |
| Editing | Viola Lawrence | Editor |
| Sound | Jerome Kern | Music |
| Writing | Marion Parsonnet | Adaptation |
| Writing | Paul Gangelin | Adaptation |
| Sound | Morris Stoloff | Music Director |
| Crew | Val Raset | Choreographer |
| Crew | Seymour Felix | Choreographer |
| Camera | John Hoffman | Other |
| Camera | Robert Coburn | Still Photographer |
| Sound | Carmen Dragon | Orchestrator |
| Sound | Philip Faulkner Jr. | Sound Recordist |
| Sound | Fred W. Leigh | Songs |
| Sound | Henry E. Pether | Songs |
| Camera | Natalie Kalmus | Other |
| Camera | Morgan Padelford | Other |
| Art | Lionel Banks | Art Direction |
| Art | Cary Odell | Art Direction |
| Art | Fay Babcock | Set Decoration |
| Costume & Make-Up | Travis Banton | Costume Design |
| Costume & Make-Up | Gwen Wakeling | Costume Design |
| Costume & Make-Up | Muriel King | Costume Design |
| Costume & Make-Up | Clay Campbell | Makeup Artist |
| Costume & Make-Up | Helen Hunt | Hairstylist |
| Crew | Harry Conover | Other |
| Directing | Budd Boetticher | Assistant Director |
| Production | Norman Deming | Other |
| Crew | Anita Colby | Other |
| Sound | Jerome Kern | Songs |
| Writing | Ira Gershwin | Lyricist |
| Writing | E.Y. Harburg | Lyricist |
| Writing | Henry E. Pether | Lyricist |
| Writing | Fred W. Leigh | Lyricist |
| Costume & Make-Up | Kenneth Hopkins | Other |
