The film stars Ruby Keeler, Dick Powell, Joan Blondell, Guy Kibbee, ZaSu Pitts, and Hugh Herbert.

Eccentric multimillionaire Ezra Ounce (Hugh Herbert), whose main purpose in life is raising American morals through a nationwide campaign, wants to be assured that his fortune will be inherited by upstanding relatives.

Terrified of scandal, he leaves her some money and his business card, along with a note telling her to not mention their meeting to anyone; but when Mabel discovers that Horace is Barbara's father, she blackmails him into backing Jimmy's show.

[3] By this time, after the success of 42nd Street, Footlight Parade and Gold Diggers of 1933, Berkeley had his own unit at Warners under his total control as supervised by producer Hal Wallis.

Ray Enright completed the dramatic scenes in mid-April of that year, and Busby Berkeley continued working on the musical numbers until July 3.