Trixie Lee
Alice Faye
Gerry Lester
Constance Bennett
Speed Allen
Edward Norris
Al Moore
J. Anthony Hughes
Mrs. Lee
Mary Gordon
Charlie
Robert Allen
Storekeeper (Uncredited)
Irving Bacon
Gerry's Nurse (Uncredited)
Helen Brown
Sales Manager (Uncredited)
William B. Davidson
Matilda, Gerry's Maid (Uncredited)
Fern Emmett
Racing Official Starter (Uncredited)
Jonathan Hale
Announcer (Uncredited)
Sam Hayes
Lois Allen
Nancy Kelly
Officer at Bar in Cleveland Club (Uncredited)
Harold Miller
Repo Man (Uncredited)
Adrian Morris
Chick's Pilot Girlfriend (Uncredited)
Renie Riano
Harrison, Cafe Manager (Uncredited)
Harry Rosenthal
Doctor (Uncredited)
Edwin Stanley
Powder Puff Derby Starter (Uncredited)
Emmett Vogan
Eddie, Mechanic (Uncredited)
Eddie Dunn
Sam, Mechanic (Uncredited)
Robert Lowery
Mechanic (Uncredited)
Ralph Dunn
Jack Pennick
Babe Dugan
Joan Davis
Nightclub Patron (Uncredited)
James Conaty
Larry Steers
Albuquerque Mechanic (Uncredited)
Murray Alper
Kansas City Mechanic (Uncredited)
Kit Guard
Eddie Marr
Milburn Stone
Flyer (Uncredited)
Alice Armand
Barbara Brewster
Gloria Brewster
Dorothy Dearing
Bud
Charles Farrell
Helen Ericson
June Gale
Betty Gillies
Mary Healy
Teddy Kenyon
Ruth Nichols
Lillian Porter
Margo Tanner
Alabama
Jane Wyman
Lieutenant Dick 'Tex' Price
Kane Richmond
Chick
Wally Vernon
Sunny
Joan Valerie
T.P. Lester
Harry Davenport
Producer
Darryl F. Zanuck
Director of Photography
Karl Freund
Director
Roy Del Ruth
Vocal Coach
Jule Styne
Editor
Allen McNeil
Writer
Frank Wead
Art Direction
Bernard Herzbrun
Rudolph Sternad
Set Decoration
Thomas Little
Costume Design
Gwen Wakeling
Associate Producer
Harry Joe Brown
Assistant Director
Booth McCracken
Sound
Eugene Grossman
Roger Heman Sr.
Stunt Double
Audrey Scott
Music Director
Louis Silvers
Additional Music
Cyril J. Mockridge