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 | Fred Astaire as Johnny Brett |
 | Eleanor Powell as Clare Bennett |
 | George Murphy as King Shaw |
 | Frank Morgan as Bob Casey |
 | Ian Hunter as Bert C. Matthews |
 | Florence Rice as Amy Blake |
 | Lynne Carver as Emmy Lou Lee |
 | Ann Morriss as Pearl |
 | Trixie Firschke as Juggler |
 | Libby Taylor as Angel (uncredited) |
 | George Chandler as Mr. Jones (uncredited) |
 | Gladys Blake as Miss Martin (uncredited) |
| Mary Field as Second Bride (uncredited) |
 | Irving Bacon as Orange Stand Counterman (uncredited) |
 | James Flavin as Clancy (uncredited) |
 | Joe Yule as Dan (uncredited) |
| Charlotte Arren as Opera Singer "Arren & Broderick" (uncredited) |
| Johnny Broderick as Pianist "Arren & Broderick" (uncredited) |
 | Bess Flowers as Nightclub Patron (uncredited) |
| Carol Adams as Dancer (uncredited) |
 | Barbara Jo Allen as Ms. Konk (uncredited) |
 | Bobby Barber as Wedding Guest (uncredited) |
 | Herman Bing as Silhouettist (uncredited) |
 | Mel Blanc as Panhandler (uncredited) |
 | Don Brodie as Barker (uncredited) |
 | Paul E. Burns as Waiter (uncredited) |
| Chick Collins as Sailor (uncredited) |
| James Conaty as Seated Nightclub Patron |
 | Joseph Crehan as Ballroom Manager (uncredited) |
| John Daheim as Barker (uncredited) |
| Bobbie Canvin as Music Maids Member (uncredited) |
| Jeanne Darrell as Music Maids Member (uncredited) |
| Patt Hyatt as Music Maids Member (uncredited) |
| Alice Ludes as Music Maids Member (uncredited) |
| Hal K. Dawson as O'Grady (uncredited) |
 | Edgar Dearing as Policeman (uncredited) |
 | Sayre Dearing as Wedding Guest (uncredited) |
 | Jean Del Val as Italian Waiter (uncredited) |
 | Eddie Hall as Guest at First Wedding (uncredited) |
 | Henry Hebert as Theatregoer (uncredited) |
| Shep Houghton as Specialty Dancer (uncredited) |
 | Arthur Stuart Hull as Actor in Top Hat (uncredited) |
| Harry Lash as Barker (uncredited) |
| Hal Le Sueur as Casey's Chauffeur (uncredited) |
| David Lloyd as Callboy (uncredited) |
 | Alphonse Martell as French Dancer (uncredited) |
 | Frank McLure as Wedding Guest (uncredited) |
 | Bert Moorhouse as Wedding Guest (uncredited) |
| Douglas McPhail as Masked Singer (uncredited) |
 | Jack Mulhall as George (uncredited) |
 | John T. Murray as Ham Actor (uncredited) |
 | Wanda Perry as Bridesmaid (uncredited) |
| Tom Quinn as Wedding Guest (uncredited) |
 | Suzanne Ridgeway as Nightclub Dancer / Chorine at Rehearsal (uncredited) |
 | Cyril Ring as Show Backer at Rehearsal / Nightclub Headwaiter (uncredited) |
| Mel Ruick as Orchestra Leader (uncredited) |
| Gertrude Simpson as Stage Mother (uncredited) |
 | Walter Soderling as Justice (uncredited) |
| Larry Steers as Theatregoer (uncredited) |
| William Tannen as Harmon (uncredited) |
 | Russell Wade as Nightclub Dancer (uncredited) |
| E. Alyn Warren as Pop (uncredited) |
| Denny Wilson as Music Maids Member (uncredited) |
| Blair Woolstencroft as Unicyclist (uncredited) |
| Writing | |
| Leon Gordon | Screenplay |
Editing | |
| Blanche Sewell | Editor |
Art | |
| Cedric Gibbons | Art Direction |
| Edwin B. Willis | Set Decoration |
Costume & Make-Up | |
| Adrian | Costume Design |
| Valles | Costume Design |
Camera | |
| Joseph Ruttenberg | Director of Photography |
Production | |
| Jack Cummings | Producer |
Writing | |
| Dore Schary | Story |
| George Oppenheimer | Screenplay |
Directing | |
| Norman Taurog | Director |
Camera | |
| Oliver T. Marsh | Director of Photography |
Writing | |
| Jack McGowan | Story |
Art | |
| John S. Detlie | Assistant Art Director |
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