Alice Faye as Honey

James Dunn as Eddie

George White as Self

Ned Sparks as Elmer

Lyda Roberti as Manya

Cliff Edwards as Dude

Arline Judge as Midgie

Eleanor Powell as Marilyn

Emma Dunn as Aunt Jane

Lynn Bari as Chorine (uncredited)

June Lang as Chorine (uncredited)

Toshia Mori as Japanese Girl - Old Southern Custom (uncredited)

Anne Nagel as Chorine (uncredited)

Jane Wyman as Chorine (uncredited)

Lya Lys as French Girl - Old Southern Custom (uncredited)

Loretta Andrews as Chorine (uncredited)

Florine Dickson as One of Do's Four Girls (uncredited)

Carol Hughes as Chorine (uncredited)

Kay Hughes as One of Do's Four Girls (uncredited)

Fuzzy Knight as Sam Fogel (uncredited)

Iris Meredith as Miss Smith - Secretary (uncredited)

Wanda Perry as Chorine

Anne Nagel as Chorine

Maxine Nash as Chorine

Marion O'Connell as Chorine

Helen Romaine as Chorine

Inez Mortensen as Chorine

Betty McMahon as Chorine

Helen McDonald as Chorine

Thelma Marland as Chorine

Laurie Lynne as Chorine

Teddie Lura as Chorine

JoAnn Leslie as Chorine

Patsy Lee as Chorine

Carol Lee as Chorine

June Lang as Chorine

Donna La Barr as Chorine

Edna Mae Jones as Chorine

Alice Jans as Chorine

Sunny Ingraham as Chorine

Carol Hughes as Chorine

Edith Haskins as Chorine

Beth Hartman as Chorine

Ruth Hart as Chorine

Margaret Harding as Chorine

Beatrice Hagen as Chorus Girl

Susan Fleming as Chorine

Eleanor Drury as Chorine

Sally Dolling as Chorine

Patricia Dobbs as Chorine

Doris Davenport as Chorine

Patsy Daly as Chorine

Diane Dahl as Chorine

Virginia Cruzon as Chorine

Virginia Carroll as Chorine

Jill Carroll as Chorine

Evelyn Carpenter as Chorine

Julie Cabanne as Chorine

Bobbie Beal as Chorine

Lynn Bari as Chorine

Doris Baker as Chorine

Loretta Andrews as Chorine

Marvelle Andre as Chorine

Robin Ainsley as Chorine

Von Adair as Chorine