Fred Astaire

Bake Baker

Ginger Rogers

Sherry Martin

Randolph Scott

Bilge Smith

Harriet Nelson

Connie Martin

Astrid Allwyn

Iris Manning

Betty Grable

Singer in Trio

Harry Beresford

Captain Hickey

Russell Hicks

Jim Nolan

Brooks Benedict

David Sullivan

Ray Mayer

Dopey Williams

Lucille Ball

Kitty Collins

Tom Brower

Policeman (uncredited)

Lita Chevret

Showgirl in Casino Number (uncredited)

Jeanne Gray

Singer in Trio (uncredited)

Joy Hodges

Singer in Trio (uncredited)

Tony Martin

Sailor (uncredited)

Kitty McHugh

(uncredited)

Frank Moran

Husky Sailor (uncredited)

Dick Purcell

Lead Marine on Ship (uncredited)