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Rusty Parker, a red-headed leggy dancer at Danny McGuires Night Club in Brooklyn, wants to be a successful Broadway star. She enters a contest to be a Cover Girl as a stepping-stone in her career. She reminds the publisher, John Coudair, of his lost love, showgirl Maribelle Hicks. He was engaged to Maribelle, although his wealthy society mother made fun of her. Maribelle left John at the altar when she saw the piano at her wedding. It reminded her of the piano-player she truly loved. Rusty is Maribelles granddaughter and there are musical sequences with Maribelle dancing to songs from the beginning of the 20th century. Rusty lands on the cover of her grandmothers former fiancés magazine (as a bride). She is pursued by Coudairs pal, the wealthy theatrical producer, Noel Wheaton. He produces a lavish musical to star Rusty, surrounded by real cover girls of the mid 1940s. Rusty runs down a huge spiral into the arms of dozens of men who seem clumsy next to her ethereal dancing. But her success threatens Danny McGuire. He expressed his distress that his girlfriend will find success without him in Kellys famous dance with himself, Alter Ego. He and his sidekick, Genius, leave New York and entertain soldiers fighting in World War II. Rusty agrees to marry Noel, dazzled by success, security, and his power and money. But she drinks and loses weight because her heart belongs to Danny. She receives a symbolic pearl with great power and tells Coudair and Wheaton that she must spend her life with the man she loves.
In Brooklyn, the nightclub dancer Rusty Parker has a simple but happy life dancing in the McGuires, owned by her boyfriend Danny. Rusty, Danny and Genius have a ritual on Friday nights: they order oysters in a bar, trying to find a pearl. The life of Rusty changes when she participates and wins a contest to be the cover page of the Vanity magazine. She is invited to work in a huge theater in Broadway, whose owner proposes to marry her. She loses her happiness and starts drinking in her new life style, missing the love of Danny and her old friends.
Rita Hayworth
Rusty Parker
Gene Kelly
Danny McGuire
Lee Bowman
Noel Wheaton
Phil Silvers
Genius
Jinx Falkenburg
Jinx Falkenburg
Leslie Brooks
Maurine Martin
Eve Arden
Cornelia Jackson
Otto Kruger
John Coudair
Jess Barker
John Coudair as a Young Man
Anita Colby
Miss Colby
Curt Bois
Chef at Danny McGuire's
Jean Colleran
Cover Girl: American Magazine
Francine Counihan
Cover Girl: American Home
Helen Mueller
Cover Girl: Collier's Magazine
Cecilia Meagher
Cover Girl: Coronet
Betty Jane Hess
Cover Girl: Cosmopolitan Magazine
Dusty Anderson
Cover Girl: Farm Journal Magazine
Eileen McClory
Cover Girl: Glamour Magazine
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