Katharine Hilliard, mousy dean of a stuffy music school, meets and is insulted by swing band leader Barry Clayton on a train. To "show" him she takes a friend's advice, removes her glasses, and puts on a designer gown. Naturally, she becomes gorgeous. Soon, both Barry and crooner Jimmy Hale are after her, and she finds herself in the midst of triangles and misunderstandings.
| Actor | Role |
|---|---|
 Maureen O'HaraKatherine 'Kitten' Hilliard | Katherine 'Kitten' Hilliard |
 Dick HaymesJimmy Hale | Jimmy Hale |
 Harry JamesBarry Clayton | Barry Clayton |
 Reginald GardinerHerbert Benham | Herbert Benham |
 Richard GainesRalph Wainwright | Ralph Wainwright |
 Lex BarkerParty Guest (uncredited) | Party Guest (uncredited) |
 William BenedictSinging Western Union Boy (uncredited) | Singing Western Union Boy (uncredited) |
 Betty GrableBarry's Fan in Taxi | Barry's Fan in Taxi |
 William H. O'BrienWaiter at Mindy's (uncredited) | Waiter at Mindy's (uncredited) |
 Stanley PragerJay Dilly | Jay Dilly |