June Allyson as Jane Witherspoon / Lou Ellen Carter

Lucille Bremer as Sally Hessler

Judy Garland as Marilyn Miller

Kathryn Grayson as Magnolia Hawks / Kathryn Grayson

Van Heflin as James I. Hessler

Lena Horne as Julie LaVerne / Lena Horne

Van Johnson as Bandleader in Elite Club

Tony Martin as Gaylord Ravenal / Tony Martin

Dinah Shore as Una Trance / Dinah Shore

Frank Sinatra as Frank Sinatra

Robert Walker as Jerome Kern

Gower Champion as Dance Specialty

Cyd Charisse as Dance Specialty

Harry Hayden as Charles Frohman

Paul Langton as Oscar Hammerstein II

Angela Lansbury as London Specialty

Paul Maxey as Victor Herbert

Ray McDonald as Dance Specialty / George Budd

Mary Nash as Mrs. Muller

Virginia O'Brien as Ellie May Shipley / Virginia O'Brien

Dorothy Patrick as Eva Kern

Caleb Peterson as Joe (segment "Show Boat")

William Phillips as Joe Hennessey

Joan Wells as Sally Hessler as a Girl

Lyn Wilde as Specialty (segment 'The Cat and the Fiddle') (uncredited)

Lee Wilde as Specialty (segment 'The Cat and the Fiddle') (uncredited)

Bess Flowers as Backstage Well-Wisher (uncredited)

Russell Hicks as Producer (uncredited)

Frank McLure as Stage Door Johnny (uncredited)

Bert Moorhouse as Elite Club Diner (uncredited)

Robert Emmett O'Connor as Ed (uncredited)

Mary Hatcher as Showgirl (uncredited)

Harry 'Snub' Pollard as Show Boat Orchestra Drummer (uncredited)

Ray Teal as Movie Studio Orchestra Conductor (uncredited)

Esther Williams as Esther Williams - Signing Autographs (uncredited)

Sally Forrest as Showgirl (uncredited)

Byron Foulger as Frohman's Secretary (uncredited)