Alice Faye as Katie Blane

Betty Grable as Lily Blane

Jack Oakie as Harry Calhoun

John Payne as Skeets Harrigan

Allen Jenkins as Casey

Esther Ralston as Nora Bayes

Harold Nicholas as Dancer

Fayard Nicholas as Dancer

Ben Carter as Boy

Billy Gilbert as Sheik

John Loder as Reggie Carstairs

Elisha Cook Jr. as Joe Codd

Fred Keating as Harvey Raymond

Lillian Porter as Telephone Operator

Princess Vanessa Ammon as Dancer

Betty Brian as Singer

Doris Brian as Singer

Gwen Brian as Singer

Roberts Brothers as Specialty

Tyler Brooke as Bert Melville

Hal K. Dawson as Hotel Clerk

William B. Davidson as Hotel Manager

Lionel Pape as Lord Stanley

Billy Bevan as Stage Doorman

Dewey Robinson as Dumb Guy

Robert Emmett Keane as Manager

John Sheehan as Announcer

George Watts as Mike Buckner

Ted Billings as Recruit Poster Peddler in Montage (uncredited)

Bobby Callahan as Newsboy (uncredited)

Maurice Costello as (uncredited)

Franklyn Farnum as Man in Audience (uncredited)

James Flavin as Army Sergeant (uncredited)

Bess Flowers as Nightclub Guest (uncredited)

Kit Guard as Ringsider (uncredited)

Eddie Hall as Man Reading Headline (uncredited)

John Indrisano as Kid Skeets' Cornerman (uncredited)

Larry McGrath as Referee (uncredited)

Pat McKee as Two Punch Hogan (uncredited)

Bud Mercer as Dancer (uncredited)

Jim Mercer as Dancer (uncredited)

Louis Mercier as (uncredited)

Charles R. Moore as Porter at Railroad Station (uncredited)

Jack Roper as Nick Palerno (uncredited)

Mary Stewart as Dancer (uncredited)

Harry Strang as Marching Doughboy (uncredited)

Dorothy Tuttle as (uncredited)

Charles C. Wilson as Desk Sergeant (uncredited)