Set in the Barbary Coast of 1915 San Francisco, an aggressive promoter (John Payne) has personal ambitions of starting his own club with the help of his vaudeville troupe and eventually climbing to the top of Nob Hill society. This is yet another of those garish period Technicolor musicals that Fox was churning out in the 1940s. It's so reminiscent of MGM's SAN FRANCISCO (1936) that I kept waiting for the 1906 earthquake! Its storyline is predictable. The ambitious Payne leaves the girl (Alice Faye, colorless as ever though she has one terrific song, the Oscar winning You'll Never Know) who silently loves him in the dust as he gets mixed up with the rich cold-hearted vixen (Lynn Bari) with a social pedigree and money and has to take a fall before he realizes what he's got. Outside of You'll Never Know, the musical numbers are just okay but a musical like this is on automatic pilot and you either give in or resist. The costumes were designed by Helen Rose, who would later move to MGM where she would come into her own in the 1950s. Directed by H. Bruce Humberstone. With Jack Oakie, Laird Cregar, June Havoc (wasted), John Archer and Ward Bond.