Fred Astaire as Robert Curtis

Rita Hayworth as Sheila Winthrop

Robert Benchley as Martin Cortland

John Hubbard as Captain Tom Barton

Osa Massen as Sonya

Frieda Inescort as Mrs. Julia Cortland

Guinn "Big Boy" Williams as Kewpie Blain

Donald MacBride as Top Sergeant

Cliff Nazarro as Swivel Tongue

Marjorie Gateson as Aunt Louise

Ann Shoemaker as Mrs. Barton

Boyd Davis as Colonel Shiller

Lester Dorr as Photographer at Crystal Room (uncredited)

Frank Ferguson as Justice of the Peace (uncredited)

Frank Mills as Soldier Messenger (uncredited)

James Millican as Prisoner (uncredited)

Cyril Ring as Passerby on Street (uncredited)

Dorothy Vernon as Kewpie's Mother (uncredited)