Betty Grable as Madeleine Marlowe/Rosie O'Grady

Robert Young as Samuel Magee

Adolphe Menjou as Tom Moran

Reginald Gardiner as Charles, Duke of Trippenham

Virginia Grey as Edna Van Dyke

Sig Ruman as Joe Flugelman

Alan Dinehart as Arthur Skinner

Hermes Pan as Madge's Dancing Partner

Phil Regan as Clark - Composer / Vocalist

Hobart Cavanaugh as Clark

Frank Orth as Taxi Driver

Jonathan Hale as Mr. Fox

George Cockerill as Singer

George Chandler as Kelly - Reporter (uncredited)

Stanley Clements as Danny (uncredited)

Bess Flowers as Diner at Delmonico's (uncredited)

Byron Foulger as Rimplemayer (uncredited)