Fred Astaire

Johnny Brett

Eleanor Powell

Clare Bennett

George Murphy

King Shaw

Frank Morgan

Bob Casey

Ian Hunter

Bert C. Matthews

Florence Rice

Amy Blake

Lynne Carver

Emmy Lou Lee

Ann Morriss

Pearl

Trixie Firschke

Juggler

Libby Taylor

Angel (uncredited)

George Chandler

Mr. Jones (uncredited)

Gladys Blake

Miss Martin (uncredited)

Mary Field

Second Bride (uncredited)

Irving Bacon

Orange Stand Counterman (uncredited)

James Flavin

Clancy (uncredited)