Fred Astaire as Ricky Hawthorne

Melvyn Douglas as Dr. John Jaffrey

Douglas Fairbanks Jr. as Edward Charles Wanderley

John Houseman as Sears James

Craig Wasson as Don Wanderley / David Wanderley

Patricia Neal as Stella Hawthorne

Alice Krige as Eva Galli / Alma Mobley

Jacqueline Brookes as Milly

Miguel Fernandes as Gregory Bates

Lance Holcomb as Fenny Bates

Mark Chamberlin as Young John Jaffrey

Tim Choate as Young Ricky Hawthorne

Kurt Johnson as Young Edward Wanderley

Ken Olin as Young Sears James

Brad Sullivan as Sheriff Hardesty

Michael O'Neill as Churchill

Guy Boyd as Omar Norris

Robert Burr as Principal

Helena Carroll as Mrs. Meredith

Robin Curtis as Rea Dedham

Breon Gorman as Nettie Dedham

James Greene as Mailman

Ruth Hunt as Florence

Deborah Offner as Helen

Virginia Bingham as Sears' Mother

William F. Conway as Sears' Father

Russell R. Bletzer as Reverend Wilkinson

Terrance Mario Carnes as Waiter

Alfred Curven as Man in Coffin

Edward F. Dillon as Judge

Alvin W. Fretz as Coroner

Hugh Hires as Student Solt

Raymond J. Quinn as Ricky's Father

Barbara von Zastrow as Ricky's Mother

Betty Low as Irmengard

Mason Cardiff as Schoolboy

Gale Grindle as Student