Lowell Blackford
Kay Kyser
Ginger Gray
Marilyn Maxwell
'Rags'
Maxie Rosenbloom
Dr. Clyde L. Star
Andrew Tombes
Lois
Pamela Blake
Hamburger Vendor
George Chandler
Milbane
Chester Clute
Vocalist with Kay Kyser Orchestra
Harry Babbitt
Sully
Sully Mason
Ish Kabibble (as Ish Kabibble)
M.A. Bogue
Julie
Julie Conway
Trudy
Trudy Erwin
'Waltzy' Malone
William Gargan
Mr. Nagen
Clyde Fillmore
Kid Mandell
Lou Nova
'Sledgehammer'
Jack Roper
Ish Kabibble
Concessionaire (uncredited)
Ernie Alexander
Burly Attentant (uncredited)
Murray Alper
Nightclub Patron (uncredited)
King Baggot
Soft Drink Vendor (uncredited)
Bobby Barber
Soldier with Autograph Book (uncredited)
William Bishop
Girl (uncredited)
Karin Booth
'Killer' Kennedy
Nat Pendleton
Fight Spectator (uncredited)
Jack Byron
Cassidy - Soldier (uncredited)
Wally Cassell
Hamburger Vendor (uncredited)
Headwaiter (uncredited)
Jack Chefe
Mr. Milbane, Manager of Telephone Company (uncredited)
Boxing Timekeeper (uncredited)
Billy Coe
Reporter (uncredited)
Donald Curtis
Sayre Dearing
Waiter (uncredited)
Henri DeSoto
Rotund Man (uncredited)
Earle S. Dewey
Herself
Lena Horne
Tommy Dorsey (uncredited)
Tommy Dorsey
Drummer (uncredited)
Ormon Downes
Dancer, USO Sailor (uncredited)
Johnny Duncan
Dancer (uncredited)
Jay Eaton
Mrs. Cassidy (uncredited)
Mary Elliott
Blonde (uncredited)
Virginia Engels
Spectator (uncredited)
Harry Fleischmann
Fighter (uncredited)
Art Foster
Dancer, One Girl and Two Boys Number (uncredited)
Don Gallaher
Receptionist (uncredited)
Ava Gardner
Harry James
Sergeant (uncredited)
Russell Gleason
Henry Golden
Bag Puncher (uncredited)
Frank Hagney
Radio Announcer (uncredited)
Tom Hanlon
Killer's Second (uncredited)
Oscar 'Dutch' Hendrian
USO Soldier (uncredited)
James Horne Jr.
Harry James (uncredited)
Juggler (uncredited)
Duke Johnson
Rope Jumper (uncredited)
Henry Jordan
Jack (Conlon's Henchman) (uncredited)
Jack Lambert
Himself
Second (uncredited)
George Levine
Taxi Driver (uncredited)
George Magrill
Singer (uncredited)
Laura Mason
Wrestler (uncredited)
Mike Mazurki
Pat McKee
Chief Operator, Supervisor (uncredited)
Mary McLeod
Man in Music Publisher's Office (uncredited)
Harold Miller
Woody, Nick's Valet (uncredited)
Mantan Moreland
Man in Gym (uncredited)
Edmund Mortimer
Singer, Mississippi Dream Boat Number (uncredited)
Ernest Newton
Nick Sirocco
Curt Bois
Miss Malcott (uncredited)
Anne O'Neal
Trainer (uncredited)
Tom Quinn
Lorin Raker
Virginia Rees
Man Entering Club (uncredited)
Cyril Ring
Referee (uncredited)
Abe Roth
Man on Bar (uncredited)
Charles Schaeffer
Ward Shattuck
Lennie Smith
Freddie Steele
Dan Conlon
Morris Ankrum
Sammy Stein
Cop at Ringside (uncredited)
Charles Sullivan
Announcer (uncredited)
Dan Tobey
Telephone Operator (uncredited)
Celia Travers
Girl Dancer, One Girl and Two Boys Number (uncredited)
Jean Veloz
Jack West
Bass Fiddler (uncredited)
Don Whittaker
First Receptionist, Music Publisher (uncredited)
Kay Williams
Harry Wilson
Woody
Costume Supervisor
Irene
Music Director
David Snell
Sound Director
Douglas Shearer
Choreographer
Maria Matray
George Stoll
Orchestrator
George Duning
Director of Photography
Charles Rosher
Set Decoration
Edwin B. Willis
Director
Tim Whelan
Art Direction
Cedric Gibbons
Screenplay
Nat Perrin
Warren Wilson
Editor
Ferris Webster
Phil Moore
Ernst Matray
Wally Heglin
Music Arranger
Earl K. Brent
Producer
Irving Starr
Assistant Art Director
Stephen Goosson
Assistant Set Decoration
McLean Nisbet
Story
Joseph Hoffman
Matt Brooks