Dick Powell
Donald Ames
Ruby Keeler
Colleen Reilly
Jack Oakie
Joe Cork
Joan Blondell
Minnie Hawkins
Hugh Herbert
Cedric Ames
Louise Fazenda
Alicia Ames
Paul Draper
Paul Gordon
Marie Wilson
Mabel
Luis Alberni
Carlo
Hobart Cavanaugh
Noggin
Berton Churchill
Logan
J.M. Kerrigan
Pop Reilly
Addison Richards
Schuyler
Charles Coleman
Butler
Mary Treen
Miss Hively (uncredited)
Spencer Charters
Doctor (uncredited)
Eddie Acuff
(uncredited)
John Albright
Warren (uncredited)
Louise Allen
Chorus Girl (uncredited)
Joan Barclay
Cafe Guest (uncredited)
Eleanor Bayley
Chorus Girl (uncredited)
George Beranger
Jeweler (uncredited)
Angela Blue
Chorus Girl (uncredited)
Ward Bond
Sweeney (uncredited)
Betty Bowen
Chorus Girl (uncredited)
André Cheron
Waiter (uncredited)
Colleen Colman
Lois (uncredited)
Elizabeth Cooke
Chorus Girl (uncredited)
Lorraine Crawford
Chorus Girl (uncredited)
Virginia Dabney
Woman on Ship (uncredited)
Ann Darcy
Chorus Girl (uncredited)
Charles Delaney
Ship's Radio Operator (uncredited)
Harry Depp
Noggin's Assistant (uncredited)
Ruth Eddings
Chorus Girl (uncredited)
Celeste Edwards
Chorus Girl (uncredited)
Sarah Edwards
First Society Woman (uncredited)
Clarette Ellis
Chorus Girl (uncredited)
Herbert Evans
Charles (uncredited)
Antonio Filauri
Bartender (uncredited)
Emily Fitzpatrick
Chorus Girl (uncredited)
Margaret Fitzpatrick
Chorus Girl (uncredited)
Pauline Garon
Maid (uncredited)
Edith Haskins
Chorus Girl (uncredited)
Edward Keane
Mr. Edwards (uncredited)
Lois Lindsay
Chorus Girl (uncredited)
Alma Lloyd
Nurse (uncredited)
Lloyd Shirley
Woman on Ship (uncredited)
Viola Lowry
Receptionist (uncredited)
Iris March
Miss Graham (voice) (uncredited)
Alphonse Martell
Headwaiter (uncredited)
Tom McGuire
Policeman in Park (uncredited)
Lorraine Miller
Chorus Girl (uncredited)
Bob Murphy
First Officer (uncredited)
Dennis O'Keefe
Extra on Dance Floor (uncredited)
Paul Panzer
Deck Steward (uncredited)
Laura Pierpont
Second Society Woman (uncredited)
Emily Renard
Chorus Girl (uncredited)
Cyril Ring
Client (uncredited)
Victoria Vinton
Chorus Girl (uncredited)
Emmett Vogan
Ames Company Official (uncredited)
Colleen Ward
Chorus Girl (uncredited)
Betty Wood
Chorus Girl (uncredited)
Alfred E. Green
Director
Robert Lord
Story
Sig Herzig
Screenplay
F. Hugh Herbert
Screenplay
Peter Milne
Screenplay
Harry Warren
Original Music Composer
Al Dubin
Lyricist
Paul Draper
Choreographer
Byron Haskin
Director of Photography
Bobby Connolly
Choreographer
Sol Polito
Director of Photography
Hal B. Wallis
Executive Producer
Max Parker
Art Direction
Leo F. Forbstein
Conductor
Terry O. Morse
Editor
Orry-Kelly
Costume Design
Ray Heindorf
Music Arranger
Jack L. Warner
Executive Producer