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Lady Alyce Marshmorton must marry soon, and the staff of Tottney Castle have laid bets on who she'll choose, with young Albert wagering on "Mr. X." After Alyce goes to London to meet a beau (bumping into dancer Jerry Halliday, instead), she is restricted to the castle to curb her scandalous behavior. Albert then summons Jerry to Alyce's aid in order to "protect his investment."

Cast

Fred Astaire	(Jerry Halliday)
George Burns	(George)
Gracie Allen	(Gracie)
Joan Fontaine	(Lady Alyce Marshmorton)
Reginald Gardiner	(Keggs)
Ray Noble	(Reggie)
Constance Collier	(Lady Caroline)
Montagu Love	(Lord John Marshmorton)
Harry Watson	(Albert)
Jan Duggan	(Miss Ruggles)
Pearl Amatore	(Madrigal Singer (uncredited))
May Beatty	(Landlady (uncredited))
Eugene Beday	(Bit Role (uncredited))
Charles Bennett	(Carnival barker (uncredited))
Frank Benson	(Attendant (uncredited))
John Blood	(Bit Role (uncredited))
Angela Blue	(Dancer (uncredited))
Myrna Bonillas	(Bit Role (uncredited))
Ralph Brooks	(Sightseer (uncredited))
Gertrude Carr	(Bit Role (uncredited))
Jack Carson	(Bit Role (uncredited))
James Clemens	(Drunk (uncredited))
Charles Darwin	(Bit Role (uncredited))
Mary Dean	(Singer (uncredited))
Charles Doherty	(Bit Role (uncredited))
Kathleen Ellis	(Bit Role (uncredited))

James Fawcett	(Drunk (uncredited))
Sterrett Ford	(Bit Role (uncredited))
Jack George	(Madrigal Singer (uncredited))
Mary Gordon	(Cook (uncredited))
Jack Gwynne	(Footman (uncredited))
Sam Harris	(Dance extra (uncredited))
Fred Kelsey	(Sightseer (uncredited))
Max Linder	(Footman (uncredited))
Marie Marks	(Bit Role (uncredited))
Frank Moran	(Bobby (uncredited))
Clive Morgan	(Bit Role (uncredited))
Leonard Mudie	(Bit Role (uncredited))
Joe Niemeyer	(Street dancer (uncredited))
William J. O'Brien	(Chauffeur (uncredited))
Elsa Peterson	(Bit Role (uncredited))
Cleo Ridgely	(Bit Role (uncredited))
Betty Rome	(Singer (uncredited))
Violet Seaton	(Alice's Maid (uncredited))
Buster Slaven	(Bit Role (uncredited))
Jean Stevens	(Dancer (uncredited))
Mary Stewart	(Dancer / Singer (uncredited))
Hans Tanzler	(Bit Role (uncredited))
Ken Terrell	(Drunk (uncredited))
Ellinor Vanderveer	(Bit Role (uncredited))
Jack Walkin	(Drunk (uncredited))
Cynthia Westlake	(Bit Role (uncredited))