Andy Mason
James Ellison
Edie Allen
Alice Faye
Sgt. Pat Casey
Dave Willock
Child Dancers
Bobby Somers
Chorus Girl / Pool Party Guest (uncredited)
Jeanne Crain
Marine Sergeant (uncredited)
Frank Faylen
Specialty Dancer (uncredited)
Miriam LaVelle
Chorus Girl / Hat-Check Girl (uncredited)
June Haver
Chorus Girl (uncredited)
Adele Jergens
Waiter (uncredited)
Leon Belasco
Club New Yorker Patron (uncredited)
Brooks Benedict
Lee Bennett
Dorita
Carmen Miranda
Dancer (uncredited)
Ruth Brady
Lorraine Breacher
Organ Grinder (uncredited)
Gabriel Canzona
Litttle Girl (uncredited)
Brooke Chapin
Stage Doorman (uncredited)
Frank Darien
Frankie Daye
Minor Role (uncredited)
Jo-Carroll Dennison
Benson (uncredited)
George Dobbs
Jitterbug Dancer (uncredited)
Johnny Duncan
Herbert Evans
Phil Baker
Deidre Gale
Old Lady (uncredited)
Hallene Hill
Butler (uncredited)
Leyland Hodgson
Sailor (uncredited)
Russell Hoyt
Stage Manager (uncredited)
Al Murphy
Jean O'Donnell
Specialty Performer (uncredited)
Aloysio de Oliveira
Donna Mae Roberts
Marion Rosamond
Beezy - Jitterbug Dancer (uncredited)
Charles Saggau
Benny Goodman
Miss Custer, Secretary (uncredited)
Virginia Sale
Billie Seward
Mary Stewart
Blanche Taylor
Newsboy (uncredited)
Fred Walburn
De Marco's Dancing Partner (uncredited)
Virginia Wilson
Maid (uncredited)
Lillian Yarbo
Andrew Mason Sr.
Eugene Pallette
Mrs. Peyton Potter
Charlotte Greenwood
Peyton Potter
Edward Everett Horton
Tony
Tony De Marco
Vivian Potter
Sheila Ryan
Music
Hugo Friedhofer
Director of Photography
Edward Cronjager
Songs
Harry Warren
Alfred Newman
Director
Busby Berkeley
Choreographer
Story
Nancy Wintner
George Root Jr.
Tom Bridges
Screenplay
Walter Bullock
Lyricist
Leo Robin
Editor
Ray Curtiss
Executive Producer
William Goetz
Producer
William LeBaron
Arthur Lange
Cyril J. Mockridge
Gene Rose
Art Direction
James Basevi
Joseph C. Wright
Set Decoration
Thomas Little
Costume Design
Yvonne Wood
Makeup Artist
Guy Pearce
Assistant Director
Tom Dudley
Props
Mack Elliott
Sound
Roger Heman Sr.
George Leverett
Special Effects
Fred Sersen
Visual Effects
Music Arranger
Fletcher Henderson