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