Jimmy and Mary get a group of kids together to play in a school orchestra. A huge contest between schools is coming up and they have a hard time raising money to go to Chicago for the contest.
| Directing | Busby Berkeley | Director |
| Production | Arthur Freed | Producer |
| Camera | Ray June | Director of Photography |
| Writing | Fred F. Finklehoffe | Screenplay |
| Writing | John Monks Jr. | Screenplay |
| Sound | George Gershwin | Songs |
| Writing | Ira Gershwin | Lyricist |
| Art | Cedric Gibbons | Art Direction |
| Art | Edwin B. Willis | Set Decoration |
| Directing | William Ryan | Assistant Director |
