Rita Hayworth, Academy Award winner Gene Kelly, Phil Silvers and Eve Arden star in this lavishly produced musical about a nightclub dancer from Brooklyn who leaves her sweetheart after winning a Cover Girl contest - only to learn that fame and fortune are no substitute for true love.

Rusty Parker is a chorus girl at a nightclub run by her sweetheart, Danny McGuire. Driven by ambition, she enters a "Cover Girl" contest. When Coudair, the magazine's publisher, discovers that she is the granddaughter of a former Broadway belle with whom he had been in love, Rusty wins the contest.

Cover Girl proved to be a turning point in the history of the Hollywood musical. For the first time, the songs were not merely strung together, but were themselves vital elements, serving to move the story forward. Cover Girl was also a major turning point in the career of Gene Kelly, as it established him as a virtuoso choreographer as well as a major dancing talent. Cover Girl also cemented Hayworth's reputation as Hollywood's most talented female dancer.