Her eccentric aunt runs a boarding house for the local jockeys, whose leader is the cocky but highly skilled Timmie Donovan, famous for his daring come-from-behind wins in the stretch.

Following the sensational audience reaction to Judy Garland singing "You Made Me Love You (I Didn't Want to Do It)" to a picture of Clark Gable in Broadway Melody of 1938 (1937), Garland was rushed into shooting two films back to back, this and the more musically elaborate Everybody Sing, which was held for later release in 1938.

Arthur Freed and Nacio Herb Brown wrote two songs for Garland, but only one, "Got A Pair of New Shoes", made it into the final film.

[3] Ronald Sinclair substitutes for Freddie Bartholomew, for whom this role was originally intended, but whose voice had changed, according to accounts later told by Judy Garland.

The chemistry between Mickey and Judy was readily apparent in this film and MGM would team them several more times until Words and Music in 1948.