Annette Monard
Lily Pons
Johnny Street
Henry Fonda
Snobbish Critic (uncredited)
Ferdinand Gottschalk
The Lawyer (uncredited)
Clarence Wilson
Richard Carle
Waiter in Cafe (uncredited)
Gino Corrado
Cafe Owner (uncredited)
Oscar Apfel
Darcy's Secretary (uncredited)
Elise Cavanna
Audience Extra (uncredited)
James Conaty
Mrs. Dilley (uncredited)
Esther Dale
Violinist (uncredited)
Kirby Grant
Wagon Driver (uncredited)
Al Haskell
Roger Briggs
Eric Blore
Flat Tuba Player (uncredited)
Paul Irving
Man Yelling for Food (uncredited)
DeWitt Jennings
Sixth Girl in 'I Dream Too Much' Number (uncredited)
Maxine Jennings
Carousel Owner (uncredited)
Ferdinand Munier
Guest at Party (uncredited)
Wedgwood Nowell
Carousel Operator (uncredited)
Russ Powell
Girl in 'I Dream Too Much' Number (uncredited)
June Story
Paul Darcy
Osgood Perkins
Hubert Dilley
Lucien Littlefield
Gwendolyn Dilley
Lucille Ball
Darcy's Pianist
Mischa Auer
Uncle Tito
Paul Porcasi
Boy on Carousel
Scotty Beckett
Cook at Cafe (uncredited)
Billy Gilbert
Original Music Composer
Max Steiner
Director
John Cromwell
Special Effects
Vernon L. Walker
Choreographer
Hermes Pan
Producer
Pandro S. Berman
Art Direction
Van Nest Polglase
Screenplay
Edmund H. North
Sound
James G. Stewart
Philip Faulkner Jr.
Story
David G. Wittels
Sound Director
Carl Dreher
Assistant Art Director
Charles M. Kirk
Elsie Finn
Hugh McDowell Jr.
James Gow
Director of Photography
David Abel
Editor
William Morgan
Assistant Director
Dewey Starkey
Costume Design
Bernard Newman