Bing Crosby
Bob Hope
Dick Powell
Polly Judson
Betty Hutton
Johnny Webster
Eddie Bracken
Veronica Lake
Alan Ladd
Rochester
Eddie 'Rochester' Anderson
Herman
William Bendix
Jerry Colonna
Louie
Macdonald Carey
B.G. DeSoto
Walter Abel
Frank
Fred MacMurray
Genevieve in Priorities Skit
Susan Hayward
Marjorie Reynolds
Betty Rhodes
Betty Jane Rhodes
Dona Drake
Mark
Lynne Overman
Gary Crosby
Johnny Johnson
Johnny Johnston
High Pockets
Gil Lamb
Mimi
Cass Daley
Murgatroyd
Ernest Truex
John
Franchot Tone
Katherine Dunham
Arthur Treacher
Walter Catlett
Sterling Holloway
Specialty Act
Walter Darewahl
Cecil B. DeMille
Preston Sturges
Ralph Murphy
New England Farmer (uncredited)
Irving Bacon
Petty Officer (uncredited)
Rod Cameron
Joe
Ray Milland
Albert Dekker (uncredited)
Albert Dekker
Ellen Drew (uncredited)
Ellen Drew
Adolf Hitler (uncredited)
Tom Dugan
Soldier (uncredited)
Frank Faylen
Eva Gabor (uncredited)
Eva Gabor
Frances Gifford (uncredited)
Frances Gifford
Cecil Kellaway (uncredited)
Cecil Kellaway
Emperor Hirohito (uncredited)
Richard Loo
Diana Lynn (uncredited)
Diana Lynn
Man from Brooklyn (uncredited)
Matt McHugh
Bronco Billy
Victor Moore
Dancer (uncredited)
Juanita Moore
Man With Preston Sturges (uncredited)
Frank Moran
Benito Mussolini (uncredited)
Paul Porcasi
Robert Preston (uncredited)
Robert Preston
Sarah (uncredited)
Anne Revere
Officer with Kingsley (uncredited)
Keith Richards
Rochester's Chauffeur (uncredited)
Woody Strode
Dorothy Lamour
Paulette Goddard
Vera Zorina
Mary Martin
Director
George Marshall
Makeup Artist
Wally Westmore
Costume Design
Edith Head
Screenplay
Melvin Frank
Norman Panama
Songs
Harold Arlen
Director of Photography
Theodor Sparkuhl
Lyricist
Johnny Mercer
George S. Kaufman
Producer
Joseph Sistrom
Editor
Paul Weatherwax
Art Direction
Ernst Fegté
Hans Dreier
Set Decoration
Stephen Seymour
Leo Tover
Original Music Composer
Robert Emmett Dolan