Fred Astaire
Bake Baker
Ginger Rogers
Sherry Martin
Randolph Scott
Bilge Smith
Harriet Nelson
Connie Martin
Astrid Allwyn
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
Tony Martin
Sailor (uncredited)
Kitty McHugh
Minor Role (uncredited)
Frank Moran
Husky Sailor (uncredited)
Dick Purcell
Lead Marine on Ship (uncredited)
David Abel
Director of Photography
Mel Berns
Makeup Artist
Claire Cramer
Wardrobe Designer
Mark Sandrich
Director
Hermes Pan
Stage Director
Henry Berman
Editor
Pandro S. Berman
Producer
Irving Berlin
Music, Songs
Max Steiner
Original Music Composer
Lyricist
Allan Scott
Screenplay
Dwight Taylor
Hubert Osborne
Theatre Play
Lew Lipton
Writer
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