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|Joan Blondell||Mabel Anderson|
|Dick Powell||James 'Jimmy' Higgens|
|Ruby Keeler||Barbara Hemingway, aka Joan Grey|
|Zasu Pitts||Matilda Ounce Hemingway|
|Guy Kibbee||Horace Peter Hemingway|
|Hugh Herbert||Ezra Ounce|
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, so he visits his cousin, Matilda Hemingway (Zasu Pitts) in New York City, in Horace's view the center of immorality in America. What Ounce finds most offensive are musical comedy shows and the people who put them on, and it just so happens that Matilda's daughter, Barbara (Ruby Keeler), is a dancer and singer in love with a struggling singer and songwriter, her 13th cousin, Jimmy Higgens (Dick Powell). On Ezra's instructions, Jimmy the "black sheep" has been ostracized by the family, on pain of not receiving their inheritance.Matilda's husband, Horace (Guy Kibbee) meets a showgirl named Mabel (Joan Blondell), who's been stranded in Troy when her show folds, and connives her way into sleeping in Horace's train compartment as a way to get back home. 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.