Betty Hutton

Kitty McNeil

Fred Astaire

Donald Elwood

Roland Young

Edmund Pohlwhistle

Ruth Warrick

Carola Everett

Lucile Watson

Serena Everett

Gregory Moffett

Richard Everett

Barton MacLane

Larry Channock

Shepperd Strudwick

Timothy Bryant

Melville Cooper

Charles Wagstaffe

Harold Huber

Marcel

George Zucco

Judge

Peggy Badley

Bubbles Malone

Virginia Toland

Elsie

Philip Ahlm

Policeman (uncredited)

Bobby Barber

Bartender (uncredited)

Oliver Blake

Man in Bowler Hat (uncredited)

Stanley Blystone

New York Policeman (uncredited)

James Burke

George (uncredited)

Chester Conklin

Watchman (uncredited)

Bess Flowers

Engagement Party Guest (uncredited)

Frank Hagney

Police Sergeant (uncredited)

Todd Karns

Sergeant (uncredited)

William H. O'Brien

Waiter (uncredited)

Peggy O'Neill

Woman (uncredited)

Ralph Peters

Cab Driver (uncredited)

Esther Somers

Nurse Gorman (uncredited)

Bert Stevens

Cook (uncredited)

Eve Whitney

Showgirl (uncredited)