Fred Astaire as Tom Bowen

Jane Powell as Ellen Bowen

Peter Lawford as Lord John Brindale

Sarah Churchill as Anne Ashmond

Keenan Wynn as Irving Klinger / Edgar Klinger

Albert Sharpe as James Ashmond

Henri Letondal as Purser (uncredited)

Viola Roache as Sarah

Bess Flowers as Backstage guest (uncredited)

Mae Clarke as Telephone Operator #1 (uncredited)

James Finlayson as Cabby (uncredited)

Shirley Jean Rickert as Dancer in Haiti Number (uncredited)

Frank McLure as Information Clerk at Dock (uncredited)

Bert Stevens as Military Officer on Street (uncredited)

Margaret Bert as Ellen's Maid (Uncredited)

Andre Charisse as Steward (uncredited)

Richard Lupino as Singing Elevator Boy (uncredited)