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Are You with It? is a Universal vehicle for Donald O'Connor, who in 1948 was just making the transition from juvenile parts to romantic leads. O'Connor plays an uptight insurance executive, Milton Haskins, and mathematics genius who is constitutionally incapable of having fun. He attends a carnival, and for the first time in his life enjoys himself. Falling in love with one of the performers (Olga San Juan), Milton joins the carnival, and ultimately saves it from ruin through his wizardlike math skills. Are You With It? was adapted from the Broadway musical by Sam Perrin and George Balzer -- both stalwart members of Jack Benny's writing staff.