- Here's to the GirlsMusic by Roger EdensLyrics by Arthur FreedSung by Fred Astaire, chorusDanced by Cyd Charisse, Lucille Ball, chorus
- Bring on the Wonderful MenMusic by Roger EdensLyrics by Earl K. BrentSung by Virginia O'Brien
- Libiamo ne'lieti calicifrom "La Traviata"Music by Giuseppe VerdiSung by James Melton, Marion BellDanced by James Melton, Marion Bell, chorus
- This Heart of MineMusic by Harry WarrenLyrics by Arthur FreedSung by Fred AstaireDanced by Fred Astaire, Lucille Bremer, chorus
- LoveMusic by Hugh MartinLyrics by Ralph BlaneSung by Lena Horne
- Limehouse BluesMusic by Philip BrahamLyrics by Douglas FurberSung by Harriet LeeDanced by Fred Astaire, Lucille Bremer, chorus
- A Great Lady Has An Interview (Madame Crematante)Music by Roger EdensLyrics by Kay ThompsonSung and danced by Judy Garland & Male Chorus
- The Babbitt and the BromideMusic by George GershwinLyrics by Ira GershwinSung and danced by Fred Astaire, Gene Kelly
- There's Beauty Ev'rywhereMusic by Harry WarrenLyrics by Arthur FreedSung by Kathryn GraysonDanced by Cyd Charisse, chorus
- Wot Cher!(1891)aka "Knock'd 'em in the Old Kent Road"Music by Charles IngleLyrics by Albert ChevalierPerformed by unidentified street minstrels in the Limehouse Blues segment
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