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