Alice Faye as Sally Day

Tony Martin as Tommy Reynolds

Marjorie Weaver as Mary Stevens

Fred Allen as Gabby Green

Jimmy Durante as Jefferson Twitchel

Gregory Ratoff as Alex Zorka

Joan Davis as Irene Keene

Gypsy Rose Lee as Joyce Taylor

Eddie Collins as Ship's Captain

Barnett Parker as Oscar

J. Edward Bromberg as Pawnbroker

Raymond Scott as Orchestra Leader

Andrew Tombes as Judge

Gwen Brian as Member of Vocal Specialty Trio

Betty Brian as Member of Vocal Specialty Trio

Doris Brian as Member of Vocal Specialty Trio

Mary Treen as Miss Barkow

Charles C. Wilson as Covered Wagon Cafe Manager

Carol Adams as Dancer

Sammy Blum as Barber

Leonard Carey as Zorka's Butler

Lon Chaney Jr. as Policeman

Heinie Conklin as Snack Vendor

Lige Conley as Comic Routine with Fred Allen

Hank Mann as Messenger

Johnny Williams as Raymond Scott Quintette