Donald Ames
Dick Powell
Colleen Reilly
Ruby Keeler
Logan
Berton Churchill
Pop Reilly
J.M. Kerrigan
Schuyler
Addison Richards
Butler
Charles Coleman
Miss Hively (uncredited)
Mary Treen
Doctor (uncredited)
Spencer Charters
(uncredited)
Eddie Acuff
Warren (uncredited)
John Albright
Chorus Girl (uncredited)
Louise Allen
Cafe Guest (uncredited)
Joan Barclay
Joe Cork
Jack Oakie
Eleanor Bayley
Jeweler (uncredited)
George Beranger
Angela Blue
Sweeney (uncredited)
Ward Bond
Betty Bowen
Waiter (uncredited)
André Cheron
Lois (uncredited)
Colleen Colman
Elizabeth Cooke
Lorraine Crawford
Woman on Ship (uncredited)
Virginia Dabney
Minnie Hawkins
Joan Blondell
Ann Darcy
Ship's Radio Operator (uncredited)
Charles Delaney
Noggin's Assistant (uncredited)
Harry Depp
Ruth Eddings
Celeste Edwards
First Society Woman (uncredited)
Sarah Edwards
Clarette Ellis
Charles (uncredited)
Herbert Evans
Bartender (uncredited)
Antonio Filauri
Emily Fitzpatrick
Cedric Ames
Hugh Herbert
Margaret Fitzpatrick
Maid (uncredited)
Pauline Garon
Edith Haskins
Mr. Edwards (uncredited)
Edward Keane
Lois Lindsay
Nurse (uncredited)
Alma Lloyd
Lloyd Shirley
Receptionist (uncredited)
Viola Lowry
Miss Graham (voice) (uncredited)
Iris March
Headwaiter (uncredited)
Alphonse Martell
Alicia Ames
Louise Fazenda
Policeman in Park (uncredited)
Tom McGuire
Lorraine Miller
First Officer (uncredited)
Bob Murphy
Extra on Dance Floor (uncredited)
Dennis O'Keefe
Deck Steward (uncredited)
Paul Panzer
Second Society Woman (uncredited)
Laura Pierpont
Emily Renard
Client (uncredited)
Cyril Ring
Victoria Vinton
Ames Company Official (uncredited)
Emmett Vogan
Paul Gordon
Paul Draper
Colleen Ward
Betty Wood
Mabel
Marie Wilson
Carlo
Luis Alberni
Noggin
Hobart Cavanaugh
Editor
Terry O. Morse
Costume Design
Orry-Kelly
Executive Producer
Jack L. Warner
Hal B. Wallis
Original Music Composer
Harry Warren
Choreographer
Director of Photography
Byron Haskin
Director
Alfred E. Green
Story
Robert Lord
Screenplay
Peter Milne
F. Hugh Herbert
Sig Herzig
Lyricist
Al Dubin
Bobby Connolly
Sol Polito
Art Direction
Max Parker
Conductor
Leo F. Forbstein
Music Arranger
Ray Heindorf