Judy Garland as Hannah Brown

Fred Astaire as Don Hewes

Peter Lawford as Jonathan Harrow III

Ann Miller as Nadine Hale

Jules Munshin as François

Clinton Sundberg as Mike

Richard Beavers as Singer ("The Girl on the Magazine Cover")

Lola Albright as Hat Model / Showgirl (uncredited)

Shirley Ballard as Showgirl (uncredited)

Edward Biby as Audience Member (uncredited)

June Gale as Minor Role (uncredited)

Joi Lansing as Hat Model / Showgirl (uncredited)

Robert Emmett O'Connor as Policeman (uncredited)

Sam Harris as Backstage Well-Wisher / Diner at Rooftop Show (uncredited)

Harold Miller as Diner in Restaurant (uncredited)

Jeni Le Gon as Essie (uncredited)

Sara Shane as Showgirl (uncredited)

John Albright as Western Union Messenger (uncredited)

Don Anderson as Passerby on Street (uncredited)

Norman S. Barker as Trombone player in bar (uncredited)

Jimmy Bates as Boy (uncredited)

Virginia Bates as Model (uncredited)

Hal Bell as Dancer (uncredited)

Margaret Bert as Florist (uncredited)

Lulu Mae Bohrman as Restaurant Patron (uncredited)

Ralph Brooks as Diner at Rooftop Show (uncredited)

Rosalee Calvert as Model (uncredited)

James Carlisle as Restaurant Patron (uncredited)

Peter Chong as Sam - Don's Valet (uncredited)

James Conaty as Passerby on Street (uncredited)

Jack Deery as Restaurant Patron (uncredited)

Dante DiPaolo as Dancer (uncredited)

Jimmie Dodd as Cabby (uncredited)

Dolores Donlon as Showgirl (uncredited)

Patricia Edwards as Showgirl (uncredited)

Charles Fogel as Pedestrian (uncredited)

J.C. Fowler as Pedestrian (uncredited)

Harry Fox as Desk Clerk (uncredited)

Joel Friend as Dancer (uncredited)

Sig Frohlich as Callboy (uncredited)

Robert Haines as Waiter at Rooftop Restaurant (uncredited)

Ruth Hall as Showgirl (uncredited)

Sam Harris as Backstage Well-Wisher/Diner at Rooftop Show (uncredited)

Helene Heigh as Hat Shop Owner (uncredited)

Shep Houghton as Restaurant Patron (uncredited)

Marjorie Jackson as Showgirl (uncredited)

Patricia Jackson as Dancer (uncredited)

Bob Jellison as Drugstore Patron (uncredited)

Doris Kemper as Anna - Backstage Maid (uncredited)

Gail Langford as Showgirl (uncredited)

Joi Lansing as Hat Model/Showgirl (uncredited)

Jeni Le Gon as Essie, Nadine's Maid (uncredited)

Nolan Leary as Drugstore Clerk (uncredited)

Dale Lefler as Dancer (uncredited)

Max Linder as Audience Member (uncredited)

King Lockwood as Restaurant Patron (uncredited)

Leota Lorraine as Audience Member (uncredited)

Laura Mason as Twin Showgirl (uncredited)

Matt Mattox as Dancer (uncredited)

Bert May as Dancer (uncredited)

Frank Mayo as Headwaiter (uncredited)

Philo McCullough as Diner at Rooftop Show (uncredited)

Howard M. Mitchell as Drugstore Patron (uncredited)

Richard Neill as Audience Member (uncredited)

George Noisom as Western Union Messenger (uncredited)

Barry Norton as Diner at Rooftop Show (uncredited)

Dick Paxton as Western Union Messenger (uncredited)

Albert Pollet as Waiter (uncredited)

Angi O. Poulos as Peddler (uncredited)

Paul Power as Restaurant Patron (uncredited)

Bobbie Priest as Dancer (uncredited)

Jean Romer as Twin Showgirl (uncredited)

Ralph Sanford as Hotel Detective (uncredited)

Dick Simmons as Al - Ziegfeld Aide (uncredited)

Bert Spencer as Clerk (uncredited)

Harry Tenbrook as Pedestrian (uncredited)

Aline Towne as Salesgirl (uncredited)

Dee Turnell as Dancer (uncredited)

Benay Venuta as Bar Patron (uncredited)

Johnny Walsh as Western Union Messenger (uncredited)

Wilson Wood as Marty, Piano Player (uncredited)