Eleanor Powell
Miss Dorothy 'Dot' March
Robert Young
Brooks Mason / George Smith
George Burns
Joe Duffy
Gracie Allen
Millicent 'Millie' De Grasse
Rita Johnson
Cecelia Grayson
Clarence Kolb
Mr. Horace Grayson
Jo Ann Sayers
Nurse
Ann Morriss
Gale Brewster
Willie Fung
Wong
Cliff Clark
First Detective
Edward Gargan
Second Detective
Eddie 'Rochester' Anderson
Washington
Sig Ruman
Psychiatrist
Ruth Hussey
Eve
Kealohu Holt
Native Dancing Girl
Edgar Dearing
Jailer
Bess Flowers
Grayson's Party Guest (uncredited)
Russell Hicks
Mr. Clifford Jones (uncredited)
Jo Stafford
Member of The Pied Pipers (uncredited)
Tom Neal
Ambulance Intern (uncredited)
Ken Darby
Groucho 1 (uncredited)
Jon Dodson
Chico (uncredited)
Bud Linn
Harpo (uncredited)
Rad Robinson
Groucho 2 (uncredited)
Roy Atwell
Bearded Man on Ship (uncredited)
Diane Cook
Second Passenger (uncredited)
Andy Iona
Andy Iona (uncredited)
Betty Jaynes
Singer (uncredited)
Edward LeSaint
Minister (uncredited)
Helen MacKellar
Middle Telephone Operator (uncredited)
Douglas McPhail
Bing Crosby Impersonator (uncredited)
James Millican
Lifeguard on Ship (uncredited)
Alberto Morin
Clerk (uncredited)
William Newell
Second Interne
Claire Owen
First Telephone Operator (uncredited)
Bert Roach
Grayson's Party Guest (uncredited)
Clarice Sherry
Third Passenger (uncredited)
Phillip Terry
Nightclub Bandleader (uncredited)
Martha Tibbetts
Last Telephone Operator (uncredited)
Laura Treadwell
Mrs. Brady, Elderly Guest (uncredited)
William Wagner
Pallbearer (uncredited)
Christina Welles
Minor Role (uncredited)
Frank Partos
Screenplay
Edward Buzzell
Director
Herbert Fields
Screenplay
William Tummel
Assistant Director
Jack Cummings
Producer
Cedric Gibbons
Art Direction
Edwin B. Willis
Set Decoration
Sammy Lee
Choreographer
Douglas Shearer
Sound Re-Recording Mixer
Walter Strohm
Assistant Director
Conrad A. Nervig
Editor
George Oppenheimer
Writer
Adrian
Costume Designer
Harry Ruskin
Writer
Harry Warren
Songs
Bobby Connolly
Choreographer
Gus Kahn
Lyricist
Ray June
Director of Photography