Tommy Williams
Mickey Rooney
Penny Morris
Judy Garland
Mrs. Williams
Emma Dunn
Mr. Morris
Frederick Burton
Inspector Moriarity
Cliff Clark
Announcer
William Post Jr.
Church Choir (uncredited)
William Ripley Dorr
Shorty, Drugstore Waiter / Cook (uncredited)
Will Lee
Tony (uncredited)
Sidney Miller
Maxine (uncredited)
Margaret O'Brien
Mason, Reed's Assistant
Joe Yule
Hammond's Singing Partner
Anne Rooney
Miss Jones
Fay Bainter
Secretary (uncredited)
Donna Reed
Hefty Customer at Nick's (uncredited)
Jack 'Tiny' Lipson
Reed's Writer (uncredited)
Lester Dorr
Jo Conway
Virginia Weidler
Ray Lambert
Ray McDonald
Morton Hammond
Richard Quine
Mr. Stone
Donald Meek
Alexander Woollcott
Nick
Luis Alberni
Thornton Reed
James Gleason
Lyricist
E.Y. Harburg
Songs
Burton Lane
Director
Busby Berkeley
Producer
Arthur Freed
Director of Photography
Lester White
Story
Fred F. Finklehoffe
Screenplay
Elaine Ryan
Ralph Freed
Roger Edens