Perennial college students Danny O'Neill and Hank Taylor are surprised when Artie Shaw hires competent manager Ellen Miller away from their college band. Danny and Hank get jobs with Artie Shaw's band, as two trumpet players, each trying to trump the other's plays. They end up reuniting with ex-manager Ellen Miller.

Burgess Meredith plays a man who competes for the affections of Ellen Miller, played by Paulette Goddard. This foreshadowed Meredith and Goddard's real-life marriage in 1944.

Whilst Fred Astaire was making this film, Ginger Rogers was making Kitty Foyle (1940). This went on to win her the Academy Award for Best Actress. When she won, Astaire sent her a telegram simply reading "Ouch".

Paulette Goddard was in the midst of divorcing Charles Chaplin during filming. When her divorce came through, she later married her co-star Burgess Meredith.

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