Fred Astaire as Bake Baker

Ginger Rogers as Sherry Martin

Randolph Scott as Bilge Smith

Harriet Nelson as Connie Martin

Astrid Allwyn as Iris Manning

Betty Grable as Singer in Trio

Harry Beresford as Captain Hickey

Russell Hicks as Jim Nolan

Brooks Benedict as David Sullivan

Ray Mayer as Dopey Williams

Lucille Ball as Kitty Collins

Tom Brower as Policeman (uncredited)

Lita Chevret as Showgirl in Casino Number (uncredited)

Jeanne Gray as Singer in Trio (uncredited)

Joy Hodges as Singer in Trio (uncredited)

Tony Martin as Sailor (uncredited)

Kitty McHugh as (uncredited)

Frank Moran as Husky Sailor (uncredited)

Dick Purcell as Lead Marine on Ship (uncredited)