Betty Grable as Yansci 'Jenny' Dolly

John Payne as Harry Fox

June Haver as Roszika 'Rosie' Dolly

S.Z. Sakall as Uncle Latsie Dolly

Reginald Gardiner as Tony, Duke of Breck

Frank Latimore as Irving Netcher

Gene Sheldon as Professor Winnup

Sig Ruman as Ignatz Tsimmis

Trudy Marshall as Lenora Baldwin

Fred Aldrich as Soldier

Lester Allen as Morrie Keno