Hillary Brooke...

...is the bored and blase dame on the left in the shot below. Though I can't be positive, I'm feeling that my snap shot was for the film, "Two Girls on Broadway" (1940) which starred Lana Turner & Joan Blondell (and the chap in the new post above). Uncredited in this film (second girl in powder room), Hillary worked as "uncredited" in 21 films between 1937 through 1943. Me thinks she could see into the future and saw her uncreditedness, hence her demeanor. The tart on the right, well....I don't know. If I am correct in guessing that this is "Two Girls on Broadway" than Carol Wayne is the lady to the right. With only two uncredited parts to her name, both in 1940, Carol (obviously) found other fish to fry. And (obviously) this Carol Wayne isn't Johnny Carson's Tea Time Lady.

Hillary did go on to do a lot of film work. Born Beatrice Peterson in Astoria, NY, she ultimately became best known for appearances on television. She played herself on "The Abbott and Costello Show", portrayed Roberta Townsend, girlfriend of Vern Albright on "My Little Margie" and Laura Renault on "Richard Diamond, Private Detective". You also may recall her on a 1956 episode of "I Love Lucy" entitled, "The Fox Hunt"...."In her efforts to make a good impression on British movie producer Sir Clive Richardson (Walter Kingsford) -- and, incidentally, to keep Ricky (Desi Arnaz) far away from British actress Angela Randall (Hillary Brooke) -- Lucy wangles an invitation to Richardson's country manor by claiming to be an expert horsewoman. Upon arriving in the country, Lucy is shocked to discover that (a) Angela Randall is Sir Clive's daughter, and (b) there is to be fox hunt over the weekend -- and Lucy is expected to participate."

FELIX was right in guessing Hurd Hatfield and again, I have to presume that this shot was for Hurd's first starring role in "The Picture of Dorian Gray" (1945).

As to the identity of the palooka in the suit and hat, I don't know.