Though not the best of the Fred Astaire musicals, Second Chorus is the most easily accessible thanks to its current public-domain status. Astaire and Burgess Meredith play Danny O'Neill and Hank Taylor, friendly-enemy musicians who after spending seven years in a college band aspire to join the Artie Shaw Orchestra. Danny and Hank also spend a lot of time vying over the attentions of their pretty manager Ellen Miller (Paulette Goddard). While Paulette Goddard later became Mrs. Burgess Meredith in real life, guess who wins her hand in this picture? Charles Butterworth steals the show as Mr. Chisholm, a music-loving eccentric who finances Shaw's "swing concerto" concert at Carnegie Hall. Oh, and Fred Astaire dances, too.