Fred Astaire
(Bake Baker)

Ginger Rogers
(Sherry Martin)

Randolph Scott
(Bilge Smith)

Harriet Hilliard
(Connie Martin)

Astrid Allwyn
(Mrs. Iris Manning)

Betty Grable
(Singer in Trio)

Harry Beresford
(Captain Hickey)

Russell Hicks
(Jim Nolan)

Brooks Benedict
(David Sullivan)

Ray Mayer
(Dopey Williams)

Lucille Ball
(Kitty Collins)

Tom Brower
(Policeman (uncredited))

Lita Chevret
(Showgirl in Casino Number (uncredited))

Jeanne Gray
(Singer in Trio (uncredited))

Joy Hodges
(Singer in Trio (uncredited))

Tony Martin
(Sailor (uncredited))

Kitty McHugh
(Minor Role (uncredited))

Frank Moran
(Husky Sailor (uncredited))

Dick Purcell
(Lead Marine on Ship (uncredited))