 Fred AstaireJohnny Brett | Johnny Brett |
 Eleanor PowellClare Bennett | Clare Bennett |
 George MurphyKing Shaw | King Shaw |
 Frank MorganBob Casey | Bob Casey |
 Ian HunterBert C. Matthews | Bert C. Matthews |
 Florence RiceAmy Blake | Amy Blake |
 Lynne CarverEmmy Lou Lee | Emmy Lou Lee |
 Ann MorrissPearl | Pearl |
 Trixie FirschkeJuggler | Juggler |
 Libby TaylorAngel (uncredited) | Angel (uncredited) |
 George ChandlerMr. Jones (uncredited) | Mr. Jones (uncredited) |
 Gladys BlakeMiss Martin (uncredited) | Miss Martin (uncredited) |
| MMary FieldSecond Bride (uncredited) | Second Bride (uncredited) |
 Irving BaconOrange Stand Counterman (uncredited) | Orange Stand Counterman (uncredited) |
 James FlavinClancy (uncredited) | Clancy (uncredited) |
 Joe YuleDan (uncredited) | Dan (uncredited) |
| CCharlotte ArrenOpera Singer "Arren & Broderick" (uncredited) | Opera Singer "Arren & Broderick" (uncredited) |
| JJohnny BroderickPianist "Arren & Broderick" (uncredited) | Pianist "Arren & Broderick" (uncredited) |
 Bess FlowersNightclub Patron (uncredited) | Nightclub Patron (uncredited) |
 Carol AdamsDancer (uncredited) | Dancer (uncredited) |
 Barbara Jo AllenMs. Konk (uncredited) | Ms. Konk (uncredited) |
 Bobby BarberWedding Guest (uncredited) | Wedding Guest (uncredited) |
 Herman BingSilhouettist (uncredited) | Silhouettist (uncredited) |
 Mel BlancPanhandler (uncredited) | Panhandler (uncredited) |
 Don BrodieBarker (uncredited) | Barker (uncredited) |
 Paul E. BurnsWaiter (uncredited) | Waiter (uncredited) |
| CChick CollinsSailor (uncredited) | Sailor (uncredited) |
| JJames ConatySeated Nightclub Patron | Seated Nightclub Patron |
 Joseph CrehanBallroom Manager (uncredited) | Ballroom Manager (uncredited) |
 John DaheimBarker (uncredited) | Barker (uncredited) |
