Fred Astaire as Guy Holden

Ginger Rogers as Mimi Glossop

Alice Brady as Hortense

Edward Everett Horton as Egbert Fitzgerald

Erik Rhodes as Rodolfo Tonetti

Eric Blore as Waiter

William Austin as Cyril Glossop

Charles Coleman as Valet

Lillian Miles as Guest

Betty Grable as Guest

E. E. Clive as Chief Customs Inspector (uncredited)

Paul Porcasi as French Headwaiter (uncredited)

Norman Ainsley as (uncredited)

Jimmy Aubrey as (uncredited)

Finis Barton as (uncredited)

Eleanor Bayley as Dancer (uncredited)

De Don Blunier as Chorus Girl (uncredited)

Jack Chefe as Night Club Patron (uncredited)

Cy Clegg as Porter (uncredited)

Larry Steers as Night Club Patron (uncredited)