Fred Atwell (Fred Burton)
Fred Astaire
Joan Manion
Joan Leslie
Driver (uncredited)
Olin Howland
Dock Foreman (uncredited)
Paul Hurst
Harvey J. Sloan (uncredited)
Clarence Kolb
Naval Commander (uncredited)
Peter Lawford
Officer at Dinner (uncredited)
Frank McLure
Colonial Club Doorman (uncredited)
Clarence Muse
Southern Girl (uncredited)
Amelita Ward
Woman in Canteen
Anne G. Sterling
Singer (uncredited)
Ella Mae Morse
Customer
Jack Carr
Philip 'Phil' Harriman
Robert Benchley
Salesgirl (uncredited)
Edna Harris
Dorothy Kelly
Reginald Fenton
Robert Ryan
Mrs. Fisher
Elizabeth Patterson
Canteen Hostess
Marjorie Gateson
Freddie Slack - Leader of His Orchestra
Freddie Slack
Canteen Waiter (uncredited)
Bobby Barber
Jackson - Phil's Butler (uncredited)
Eric Blore
Navy Officer on Train (uncredited)
Neil Hamilton
Director
Edward H. Griffith
Choreographer
Art Direction
Albert S. D'Agostino
Original Music Composer
Harold Arlen
Songs
Music Director
Leigh Harline
Lyricist
Johnny Mercer
Special Effects
Vernon L. Walker
Costume Design
Renié
Screenplay
Lynn Root
Frank Fenton
Director of Photography
Russell Metty
Editor
Roland Gross
Producer
David Hempstead
Associate Producer
Sherman Todd
Set Decoration
Darrell Silvera
Carroll Clark
Claude E. Carpenter
Assistant Director
Ruby Rosenberg
Sound Re-Recording Mixer
James G. Stewart
Makeup Artist
Mel Berns
Sound Recordist
Richard Van Hessen