The original That's Entertainment! had already featured the best of the routines in MGM's musicals, so this sequel had to be content featuring all the second best musical numbers. That's ok, MGM's second best is still spectacular. Gene Kelly and Fred Astaire host the show with still more singing and dancing. Highlights of this series entry are Gene Kelly's dance on roller skates in It's Always Fair Weather and Bobby Van's tireless hopping in Small Town Girl.

This entry in the That's Entertainment! series is the most comprehensive, featuring bits and pieces from all manner of musicals since the genre's birth all the way up to the time of this film's making, as well as vignettes from classic comedy teams like Laurel and Hardy, Abbott and Costello, and the Marx Brothers.