Second Chorus is a 1940 Hollywood musical comedy film starring Paulette Goddard and Fred Astaire and featuring Artie Shaw, Burgess Meredith and Charles Butterworth, with music by Artie Shaw, Bernie Hanighen and Hal Borne, and lyrics by Johnny Mercer.

Meanwhile, tired of losing several gigs to the Perennials, Artie Shaw persuades Ellen to be his booking manager.

Ellen talks Shaw into letting rich "wannabe" mandolin player, J. Lester Chisholm, back a concert.

When Hank pretends to be Ellen's jealous husband, then her brother, the plan to get Chisholm as backer nearly fails.

To Ellen's relief, Danny finally acts responsibly and arranges his number for the show, which Shaw says "has really grown up into something special."

In it, Pan, shrouded in a sheet, creeps up on Astaire and begins to mimic him in a riotous number involving Lindy lifts and jitterbugging.