When the US Navy fleet docks at San Francisco, sailor Bake Baker tries to rekindle the flame with his old dancing partner, Sherry Martin, while Bake's buddy Bilge Smith romances Sherry's sister, Connie. But it's not all smooth sailing—Bake has a habit of losing Sherry's jobs for her and, despite Connie's dreams, Bilge is not ready to settle down.
Fred Astaire
as Bake Baker
Ginger Rogers
as Sherry Martin
Randolph Scott
as Bilge Smith
Harriet Nelson
as Connie Martin
Astrid Allwyn
as Iris Manning
Betty Grable
as Singer in Trio
Harry Beresford
as Captain Hickey
Russell Hicks
as Jim Nolan
Brooks Benedict
as David Sullivan
Ray Mayer
as Dopey Williams
Lucille Ball
as Kitty Collins
Tom Brower
as Policeman (uncredited)