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)

Joe Yule

Dan (uncredited)

Bess Flowers

Nightclub Patron (uncredited)

Carol Adams

Dancer (uncredited)

Barbara Jo Allen

Ms. Konk (uncredited)

Bobby Barber

Wedding Guest (uncredited)

Herman Bing

Silhouettist (uncredited)

Mel Blanc

Panhandler (uncredited)

Don Brodie

Barker (uncredited)

Paul E. Burns

Waiter (uncredited)

Joseph Crehan

Ballroom Manager (uncredited)

John Daheim

Barker (uncredited)

Hal K. Dawson

O'Grady (uncredited)

Edgar Dearing

Policeman (uncredited)

Sayre Dearing

Wedding Guest (uncredited)

Jean Del Val

Italian Waiter (uncredited)

Eddie Hall

Guest at First Wedding (uncredited)

Henry Hebert

Theatregoer (uncredited)

Shep Houghton

Specialty Dancer (uncredited)

Arthur Stuart Hull

Actor in Top Hat (uncredited)

Alphonse Martell

French Dancer (uncredited)

Frank McLure

Wedding Guest (uncredited)

Bert Moorhouse

Wedding Guest (uncredited)

Douglas McPhail

Masked Singer (uncredited)

Jack Mulhall

George (uncredited)

John T. Murray

Ham Actor (uncredited)

Wanda Perry

Bridesmaid (uncredited)

Suzanne Ridgway

Nightclub Dancer / Chorine at Rehearsal (uncredited)

Cyril Ring

Show Backer at Rehearsal / Nightclub Headwaiter (uncredited)

Walter Soderling

Justice (uncredited)

Larry Steers

Theatregoer (uncredited)

William Tannen

Harmon (uncredited)

Russell Wade

Nightclub Dancer (uncredited)

E. Alyn Warren

Pop (uncredited)