Bing Crosby as Paul Merrick

Nancy Olson as Katherine Holbrook

Charles Coburn as Alex Conway

Ruth Hussey as Lorna Marvis

Robert Stack as Jeff Blake

Tom Ewell as 'Cupcake' Haggerty

Ida Moore as Aunt Amy

Charles Kemper as Mr. Danforth

Richard Haydn as Jerome Thisbee

Donald Woods as Tippy Carpenter

Marge Champion as Marge Champion

Gower Champion as Gower Champion

Groucho Marx as Groucho Marx

Dorothy Kirsten as Dorothy Kirsten

Peggy Lee as Peggy Lee

Irving Bacon as Benson - Jewelry Clerk (uncredited)

Bess Flowers as Party Guest (uncredited)

Leon Tyler as Bookish Student (uncredited)

Norma Zimmer as Singer (uncredited)