A chance to perform in Artie Shaw's hot jazz orchestra propels Fred Astaire and Burgess Meredith out of college and into the arms of know-it-all band manager Ellen Miller (Paulette Goddard) in director H.C. Potter's dance-filled 1941 musical comedy, Second Chorus.

For seven years, college flunkies Danny O'Neill (Fred Astaire) and his best pal Hank Taylor (Burgess Meredith) have been the core members of the renowned amateur swing band "Danny O'Neill's University Perennials." When Hank and Danny both fall for Artie Shaw's new band manager Ellen, the friends become bitter rivals and stoop to great lows to become number one in Miss Miller's heart.

Featuring the jazz of Artie Shaw, the stylings of Johnny Mercer, and showstoppers like "I Ain't Hep To That Step, But I'll Dig It!," Second Chorus is first rate musical magic.

Director H.C. Potter keeps the pacing snappy in this musical comedy about two trumpet-playing buddies competing for gigs and for the heart of their lovely manager, Ellen Miller (Paulette Goddard). When Ellen gets hired and moves away, the two decide to leave their college campus and follow her to New York. Once there, they have numerous misadventures while auditioning for a spot in conductor Artie Shaw's band. Artie Shaw confidently plays himself, and Fred Astaire and Charles Butterworth are both sweet and funny as Danny and Hank, the feuding friends. Some of the film's notable songs include "Would You Like to Be the Love of My Life," "Poor Mr. Chisholm," and "Swing Concerto." Paulette Goddard and Fred Astaire have one breezy accomplished dance number in the film, which was shot in one take under protest from Goddard, who swore after hours of tutoring from the master that she just couldn't dance. The rest of the numbers are danced solo by Mr. Astaire who is a joy to watch.