Directed by

Edward Thomas
Made by
Paramount Pictures
Read the complete plot summary and ending explained for Second Chorus (1940). From turning points to emotional moments, uncover what really happened and why it matters.
Danny O’Neill Fred Astaire and Hank Taylor Burgess Meredith are close friends and friendly rivals in a college band called O’Neill’s Perennials, a tongue-in-cheek nod to musicians who manage to drag their college careers on for years. The duo has somehow stretched their student status to seven years by consistently failing to graduate, turning every rehearsal and gig into a rolling joke about time lost and endless practice. Their musical sparring and swagger onstage create a lively dynamic that the crowd loves, even as the institution tugs at their sleeves to move on.
During a performance, Ellen Miller Paulette Goddard catches the eye of both men. She delivers a summons notice for her boss, a sharp-talking debt collector, and her quick wit quickly makes her more than a messenger. Ellen’s business acumen becomes clear, and she soon rises as their manager, turning their chaotic charm into polished opportunities. Her keen sense for timing and image helps the Perennials book more gigs and navigate the tricky waters of show business, where personalities and backstage politics often overshadow raw talent.
Meanwhile, the brassy, unmistakable presence of Artie Shaw Artie Shaw enters the scene as he persuades Ellen to become his booking manager. Shaw’s band, his expectations, and his own demands put Ellen in a pivotal position, testing her loyalty and negotiating savvy. Ellen’s alliance with Shaw shifts the balance of power, and she becomes the gatekeeper who can open doors or close them with a well-aimed negotiation.
Ellen tries to land Danny and Hank an audition for Shaw’s ensemble, but their jealous hijinks—driven by competitive nerves and the fear of being upstaged—quickly earn them a boot out of the running. Undeterred, Ellen negotiates with Shaw to bring back a wealthy, self-styled mandolin prodigy, J. Lester Chisholm Charles Butterworth, who can fund a concert and give the Perennials a serious shot at validation. The plan hinges on keeping Chisholm away from Shaw long enough to stage a successful return, a delicate balancing act that relies on misdirection and timing.
To pull this off, Hank adopts a bold ruse, pretending to be Ellen’s jealous husband and then her brother, hoping to exasperate and distract Shaw just long enough for the backer to slip back into the fold. The ruse nearly derails when the deception risks collapsing under its own weight, but Danny and Hank press on. The scheme succeeds enough to secure Chisholm’s backing and to coax Shaw into allowing Danny’s own composition to be featured in the show.
All they have to do is keep Chisholm and his mandolin away from Shaw until after the performance, a fragile plan built on secrecy and quick thinking. Hank’s improvisation spirals into trouble when he contemplates sedation as a shortcut, dropping sleeping pills into Chisholm’s drink—only for Chisholm to retaliate with a counter-move that knocks Hank unconscious as well. The backstage chaos is palpable, yet the show itself remains the looming prize, and Ellen watches closely, weighing every risk against the rise in their careers.
To Ellen’s relief, Danny finally acts with steadier judgment and arranges a number that could mark a turning point for both him and the band. Shaw recognizes the maturation in Danny’s work and proclaims that the piece has “grown up into something special.” > “has really grown up into something special.” With the baton handed to Danny, he conducts his own composition with confident swagger, not just playing but performing—tap-dancing in front of the band to punctuate the moment and demonstrate that he has earned his place on the stage.
As the performance concludes, the chemistry between the music, the ambition, and the romance blossoms in a way that leaves little doubt about the future. Danny and Ellen, now partners in both music and ambition, drive off into the night, ready to face whatever comes next with a new, shared rhythm guiding them forward.
Follow the complete movie timeline of Second Chorus (1940) with every major event in chronological order. Great for understanding complex plots and story progression.
Rivals and a seven-year college stint
Danny O'Neill and Hank Taylor lead O'Neill's Perennials, a college band, and they are both friends and rivals. They manage to stretch their college careers by failing seven years in a row, which mirrors their stubborn ambition. This rivalry and ambition set the stage for their musical journey.
Ellen catches them and issues a summons
During a performance, Ellen Miller catches the eye of Danny and Hank and serves a summons for her boss, a debt collector. Her bold, fast-talking style instantly disrupts the scene and opens a chance for an alliance. The encounter plants the seeds for Ellen's future as their manager.
Ellen becomes their manager
The fast-talking Ellen convinces Danny and Hank to bring her on as their manager, and her business savvy begins to boost their gigs. Her rise shifts the band's dynamics and gives them a sharper edge. The Perennials begin to ride the wave of new opportunities.
Artie Shaw hires Ellen as booking manager
Meanwhile, Artie Shaw, tired of losing gigs to the Perennials, persuades Ellen to become his booking manager. She shifts her talents toward Shaw's band, intensifying the competition between the two outfits. The arrangement creates a cross-town tug-of-war for Ellen's services.
Ellen tries for an audition but hijinks land them out
Ellen tries to get Danny and Hank an audition for Shaw's band, but their jealous hijinks expose themselves and land them booted from consideration. The setback underscores their imperfect dynamic and motivates them to prove themselves. Ellen's efforts keep the plot moving toward a showdown with Shaw.
Chisholm backer is invited back into the show
Ellen arranges for the rich 'wannabe' mandolin player J. Lester Chisholm to be back in the concert, promising a new financial backer. Chisholm's presence raises the stakes for Danny and Hank. This move sets up the later scheming to keep him away from Shaw until the show.
Hank impersonates Ellen's jealous husband
To secure the backer, Hank pretends to be Ellen's jealous husband, and then her brother. The ruse nearly derails the plan, revealing how far the scheme will go. The deception heightens the tension around the upcoming performance.
The 'brother' ploy succeeds and Chisholm backs the show
Using the 'brother' illusion, Danny and Hank manage to get Chisholm back on board as backer. The gambit works, and Chisholm remains on side for the concert. The plan clears the path for Shaw to include Danny's material.
Shaw agrees to include Danny's song
Shaw agrees to put Danny's composition into the show, signaling a major breakthrough for the young tuner. However, the condition is to keep Chisholm and his mandolin away from Shaw until after the performance. The moment marks a turning point in Danny's creative recognition.
Keeping Chisholm at bay becomes critical
The team must keep Chisholm and his mandolin away from Shaw prior to the show, a delicate balancing act. Any slip could derail the entire production and ruin their chance to shine. The tension before the show fuels the buildup.
Hank's sleeping pill plan backfires
Hank tries to slip sleeping pills into Chisholm's drink to secure the plan, but Chisholm outsmarts him and knocks Hank out instead. The reversal increases the stakes and exposes the fragility of their scheme. The incident intensifies Danny's resolve to deliver.
Danny shows responsibility and the number grows up
Danny finally acts responsibly and arranges his own number for the show. Shaw remarks that the piece has grown up into something special. The compliment reinforces Danny's artistic development.
The baton passes to Danny; he conducts and taps
Shaw hands the baton to Danny, who conducts his composition with confidence while tap-dancing in front of the band. The performance demonstrates Danny's maturation and leadership on stage. The moment earns admiration from the band and the crowd.
Danny and Ellen drive off into the night
With the show over, Danny and Ellen celebrate their collaboration and look toward the future. They drive off into the night, ready for new gigs and adventures. The ending caps their transformation from rivals to partners.
Explore all characters from Second Chorus (1940). Get detailed profiles with their roles, arcs, and key relationships explained.
Danny O'Neill (Fred Astaire)
A talented but impulsive trumpeter and member of O'Neill's Perennials. He thrives on showmanship but must learn to act responsibly to secure opportunities. He ultimately arranges his own number and leads the performance with a baton-tap routine.
Hank Taylor (Burgess Meredith)
Danny's friend and rival trumpeter; charming and competitive, his hijinks drive the plot and push the limits of the band's chances. He oscillates between rivalry and collaboration as the story unfolds.
Ellen Miller (Paulette Goddard)
A business-savvy manager who navigates bookings and negotiations. She starts by delivering a summons but becomes the driving force behind the band's career, coordinating with Shaw and orchestrating opportunities.
Artie Shaw (Himself)
Renowned bandleader who controls the booking and shapes the band's fate. He persuades Ellen to become his booking manager, serving as a gatekeeper to major opportunities and plotting the band's trajectory.
J. Lester Chisholm (Charles Butterworth)
Wealthy backer and self-styled mandolin player whose backing is essential to the concert's success. His involvement drives the plot's main obstacle-and-resolution arc as Ellen works to keep him on board.
Learn where and when Second Chorus (1940) takes place. Explore the film’s settings, era, and how they shape the narrative.
Time period
1940s
Set in the early 1940s during the height of the big-band era, the film captures a world of swing, touring gigs, and showmanship. Jazz bands, college circuits, and show business opportunism define the tempo of daily life. The era's musical style shapes both the characters' ambitions and the film's energetic energy.
Location
College campus, Nightclub stages
The story centers on a college band, O'Neill's Perennials, performing on campus stages and later in concert halls and nightclubs. The settings show the swing-era club scene and the bustling atmosphere of student music culture. Performances and competition define the backdrop, blending campus life with professional showbiz.
Discover the main themes in Second Chorus (1940). Analyze the deeper meanings, emotional layers, and social commentary behind the film.
🎷
Ambition & Collaboration
Ambition is shown as something best achieved with a team: Ellen's business acumen, Danny's creativity, and Hank's competitive drive push the characters forward. The plot shows how trust and collaboration can turn raw talent into a successful show. Their evolving partnerships drive the band's opportunities and resolve conflicts. The story highlights the balance between personal passion and professional teamwork.
🎶
Music & Performance
The film centers on composing, conducting, and stage presence. Danny's ability to arrange his own number and conduct the band showcases the craft behind a successful performance. The narrative blends rehearsal dynamics with live showmanship, including tap-dancing on stage. It illustrates how a song grows from idea to a fully realized performance.
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Rivalry & Reconciliation
Danny and Hank's rivalry propels the plot, with schemes and pranks that create obstacles for the band. The 'brother' farce and other competitive moves nearly derail Chisholm's backing, but the story resolves with cooperation. The themes emphasize turning competition into collaboration to achieve a shared dream.

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In the spirited and competitive world of college jazz, Danny O’Neill and Hank Taylor have mastered the art of delaying the inevitable. As the star trumpeters of the Perennials, they have turned their academic tenure into a seven-year running joke, purposely failing exams to maintain their place in a band that feels more like home than a stepping stone. Their relationship is a complex blend of brotherly loyalty and cutthroat rivalry, where every note played is an opportunity to outshine the other. This creates a chaotic yet captivating energy that defines their performances, allowing them to coast on charm while avoiding the responsibilities of the real world.
The arrival of Ellen Miller disrupts their comfortable stasis, injecting a dose of reality into their carefree routine. She enters their orbit not merely as a fan, but as a sharp-witted messenger who quickly proves she possesses the business savvy the musicians sorely lack. Recognizing the raw potential beneath their disorganized charm, Ellen steps in as their manager, determined to translate their collegiate popularity into professional success. Her presence adds a new layer of tension to the duo’s dynamic, as both men find themselves competing not just for the spotlight on stage, but for her affection off it.
With the renowned bandleader Artie Shaw serving as a potential gateway to the big leagues, the stakes rise higher than ever. Ellen navigates the tricky terrain of show business politics while trying to keep her clients focused, a task made difficult by their tendency to sabotage one another in hopes of gaining a romantic or professional edge. The result is a whirlwind of comedic schemes and musical ambition, where the rhythm of the swing era provides the backdrop for a story about finding the right tempo for the future amidst a clash of egos and hearts.
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