Anna Neagle as Sunny O'Sullivan

Ray Bolger as Bunny Billings

John Carroll as Larry Warren

Edward Everett Horton as Henry Bates

Grace Hartman as Juliet Runnymede

Paul Hartman as Egghead

Frieda Inescort as Elizabeth Warren

Helen Westley as Aunt Barbara

Benny Rubin as Maj. Montgomery Sloan

Martha Tilton as Queen of Hearts

Torben Meyer as Jean

Bess Flowers as Mrs. W. Wakefield

Halliwell Hobbes as Johnson

Edna Holland as Venus

Bert Moorhouse as Mr. Julian Duprez

Edmund Mortimer as Mr. Runnymeade

Larry Steers as Dr. Warren

Florence Wix as Mrs. H. Warren

Ernestine Clark as Acrobat

James Carlisle as Mr. W. Wakefield (uncredited)

Willa Pearl Curtis as Woman at Chicken Shack (uncredited)

Earl Clyde as Stilt Walker (uncredited)

Peggy Remington as Mrs. Runnymeade (uncredited)