Frank Morgan as Frankie' Merriweather

Virginia Grey as Laura Merriweather

Dan Dailey as Bob Strong (as Dan Dailey Jr.)

Billie Burke as Penny Merriweather

Nydia Westman as Lulu Perkins

Ann Morriss as Wilma Norton

Donald Meek as Mr. Clyde Perkins

Reginald Owen as 'Buzz' Foster

Charles Holland as Singing Bellhop

Leni Lynn as Judy Merriweather

Virginia O'Brien as Virginia Ferris

Curt Bois as Armand Francois

Sara Haden as 'Sue' Merriweather

Larry Nunn as 'Terry' Merriweather

Barnett Parker as Samuel Stephens

George Lessey as Mr. Arthur Jay Norton

Cy Kendall as Mr. Wilson

Connie Gilchrist as Arline Merriweather

Martin Faust as Pedestrian

Leo Gorcey as Apartment House Bellhop

Arthur Hoyt as Audition Official

Payne B. Johnson as Boy

David Lloyd as Attendant

Jimmie Lucas as Listener

Ralph McCullough as Second Page

Buddy Messinger as Third Page

Harold Miller as Wedding Guest

Bruce Mitchell as Policeman

Arthur O'Connell as Fourth Page

Terrance Ray as Listener

Tim Ryan as Skee Golf Concessionaire

Tom Seidel as First Page

John Sheehan as Audition Manager

Kay St. Germain Wells as Singer

John Wald as Announcer in 'Battle of the Planets' Broadcast

Sherry Hall as Passerby (uncredited)