Second Chorus (1940) is a 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, Hal Borne and lyrics by Johnny Mercer. The film was directed by H. C. Potter and produced independently for Paramount Pictures by Boris Morros.In a 1968 interview, Astaire described this effort as "The worst film I ever made".