This immense musical was reportedly designed to out-Ziegfeld Ziegfeld with lavish Busby Berkeley production numbers like "You Stepped Out of a Dream" and "Minnie from Trinidad." But much of the film's interest lies in the backstage story of three working girls--Judy Garland, Lana Turner and Hedy Lamarr--whose lives are changed for better and for worse when they catch the ever-alert eye of the musical entrepreneur Flo Ziegfeld. James Stewart is engagingly cast as Turner's truckdriving boyfriend, and Charles Winninger is appealing as Garland's vaudeville Pop.