Bing Crosby as Frank Elgin

Grace Kelly as Georgie Elgin

William Holden as Bernie Dodd

Anthony Ross as Philip Cook

Gene Reynolds as Larry

Jacqueline Fontaine as Lounge Singer

Eddie Ryder as Ed

Robert Kent as Paul Unger

John W. Reynolds as Henry Johnson

George Chakiris as Dancer

Jon Provost as Johnnie Elgin