Second Chorus (1940) is a 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 Pictures by Boris Morros. The film's copyright lapsed in 1967 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.