Things get tough for Carol and her showgirl pals, Trixie and Polly, when the Great Depression kicks in and all the Broadway shows close down. Wealthy songwriter Brad saves the day by funding a new Depression-themed musical for the girls to star in, but when his stuffy high-society brother finds out and threatens to disown Brad, Carol and her gold-digging friends scheme to keep the show going, hooking a couple of millionaires along the way.
| Directing | Mervyn LeRoy | Director |
| Writing | David Boehm | Dialogue |
| Writing | Erwin S. Gelsey | Screenplay |
| Writing | James Seymour | Screenplay |
| Writing | Ben Markson | Dialogue |
| Production | Robert Lord | Producer |
| Production | Jack L. Warner | Producer |
| Production | Raymond Griffith | Associate Producer |
| Camera | Sol Polito | Director of Photography |
| Editing | George Amy | Editor |
| Art | Anton Grot | Art Direction |
| Crew | Busby Berkeley | Choreographer |
| Writing | Avery Hopwood | Theatre Play |
| Sound | Leo F. Forbstein | Conductor |
| Sound | Harry Warren | Original Music Composer |
| Sound | Al Dubin | Original Music Composer |
| Writing | Harry Warren | Lyricist |
| Writing | Al Dubin | Lyricist |
| Costume & Make-Up | Orry-Kelly | Costume Design |
| Directing | Busby Berkeley | Director |
