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