Second Chorus is a 1940 Hollywood musical comedy film starring Fred Astaire, Burgess Meredith, Paulette Goddard, Artie Shaw and Charles Butterworth, with music by Artie Shaw, Bernie Hanighen, Hal Borne and lyrics by Johnny Mercer. The film was directed by H.C. Potter and produced independently for Paramount by Borris Morros.

In a 1968 interview Astaire described this effort as "The worst film I ever made"; from a dance perspective, however, it greatly surpasses either Dancing Lady (1933) or Finian's Rainbow (1968) and benefits from the musical presence of a leading swing band in its prime: Artie Shaw and his orchestra. Astaire admitted that he was attracted to the film by the opportunity to "dance-conduct this real swingin' outfit". From a musical standpoint, the film contains a fine partnered dance, an important Astaire tap solo, an Academy Award nominated song and a classic extended piece by Artie Shaw and his orchestra.

In an interview shortly before his death, Shaw admitted this film put him off acting. Astaire and Shaw shared a striking series of personality traits in common: an obsessive perfectionism and seemingly endless appetite for retakes, profound musicality and love of jazz, personal modesty and charm, and in a late interview Shaw expressed his opinion of Astaire: "Astaire really sweat - he toiled. He was a humorless Teutonic man, the opposite of his debonair image in top hat and tails. I liked him because he was an entertainer and an artist. There's a distinction between them. An artist is concerned only with what is acceptable to himself, where an entertainer strives to please the public. Astaire did both. Louis Armstrong was another one."(Astaire#Singers_and_songwriters_on_Astaire" target="_blank">Wikiquote:Fred Astaire)

The film's copyright lapsed in _1969 and is now in the public domain, with the result that prior to its recent restoration at least, it has tended to circulate in seriously degraded prints.

Danny and Hank are surprised when Artie Shaw hires competent manager Ellen away from their college band. The two trumpet players scheme to get into Shaw's outfit themselves, each trying to trump the other's plays. Written by Diana Hamilton