The American Beauty Association is about to hold its annual trade show in New York City and songwriter "Tiny" Lewis (Billy Gilbert) has just sold a song to Ina Ray Hutton ('Ina Ray Hutton'), the leader of an all-girl band headlining the show. Lewis shares an apartment with Bradley Miller ('Ross Hunter') and Michele (Fritz Feld), an artist, and Miller has just invented a non-staining lipstick called "Rosebud." Preparing to get a booth at the show, Miller is told by J. Webster Hackett (Alan Mowbray), a very devious "Cosmetics King,", intent on selling a big lipstick order to buyer Edgar Pomeroy (Thurston Hall), that it will cost him a $1000 to join the association and get a booth, which is about $999 more than Miller and his roomies have between them. But Miller's beauty-parlor girl friend, Janet Wilson ('Ann Savage'), meets factory-owner P. G. Grimble (Hugh Herbert), and money is soon no issue.
| Actor | Role |
|---|---|
 Ina Ray HuttonIna Ray Hutton | Ina Ray Hutton |
 Hugh HerbertP.G. Grimble | P.G. Grimble |
 Ann SavageJanet Wilson | Janet Wilson |
 Billy GilbertTiny Lewis | Tiny Lewis |
 Glenda FarrellBabs Cartwright | Babs Cartwright |
 Ross HunterBradley Miller | Bradley Miller |
 Alan MowbrayJ. Webster Hackett | J. Webster Hackett |
 Marjorie GatesonMaude Hackett | Maude Hackett |
 Thurston HallEdgar Pomeroy | Edgar Pomeroy |
 Fritz FeldMichele | Michele |
| JJack CarrCustomer (uncredited) | Customer (uncredited) |
 Byron FoulgerHenley, the Druggist (uncredited) | Henley, the Druggist (uncredited) |
| IIsabel WithersMiss Murray (uncredited) | Miss Murray (uncredited) |