Second Chorus is a 1940 Hollywood musical comedy film starring Paulette Goddard and Fred Astaire and featuring Artie Shaw, Burgess Meredith and Charles Butterworth, with music by Artie Shaw, Bernie Hanighen and Hal Borne, and lyrics by Johnny Mercer. The film was directed by H. C. Potter and produced independently for Paramount Pictures by Boris Morros, with associate producers Robert Stillman and (uncredited) Fred Astaire. The film’s copyright expired in 1967 and it is now in the public domain, with the result that, prior to its recent restoration, it tended to circulate in seriously degraded prints.

Plot
Danny O’Neill (Fred Astaire) and Hank Taylor (Burgess Meredith) are friends and rival trumpeters with “O’Neill’s Perennials”, a college band. Both have managed to prolong their college careers by failing seven years in a row. At a performance, Ellen Miller (Paulette Goddard) catches Danny’s and Hank’s eyes. She serves them a notice for her boss, a debt collector, but the fast-talking O’Neill and Taylor soon have her working as their manager.

Tired of losing gigs to the Perennials, Artie Shaw, playing himself, comes to woo Ellen away to be his booking manager. She tries to get Danny and Hank an audition for Shaw’s band, but their jealous hi-jinks get them fired.

Ellen talks Shaw into letting rich wannabee musician J. Lester Chisholm (Charles Butterworth) back a concert. It looks like the jig is up when Hank pretends to be Ellen’s jealous husband, and then her brother. Danny and Hank manage get Chisholm back on board, then get Shaw to agree to put Danny’s song into the show. All they have to do is keep Chisholm and his mandolin (which he wants to play in the concert) away from Shaw until after the show; the solution is sleeping pills to knock Chisholm, and incidentally Hank, out.

To Ellen’s relief, Danny finally acts professionally, arranging his number for the show, which Shaw says “has really grown up into something special.” He hands the baton to Danny, who successfully dance-conducts his own composition.

Cast
Fred Astaire as Danny O’Neill
Paulette Goddard as Ellen Miller
Artie Shaw as himself
Charles Butterworth as Mr. Chisholm
Burgess Meredith as Hank Taylor
Frank Melton as Stu
Jimmy Conlin as Mr. Dunn
Don Brodie as clerk
Marjorie Kane as secretary
Joan Barclay as receptionist
Willa Pearl Curtis as scrubwoman
Billy Butterfield as himself / Shaw’s Band Trumpeter