Fred Astaire as Tony Flagg

Ginger Rogers as Amanda Cooper

Ralph Bellamy as Stephen Arden

Luella Gear as Aunt Cora

Jack Carson as Connors

Clarence Kolb as Judge Travers

Franklin Pangborn as Roland Hunter

Walter Kingsford as Dr. Powers

Kay Sutton as Miss Adams

Bobby Barber as (uncredited)

Edward Gargan as Policeman (uncredited)

Jack Gargan as Taxi Driver (uncredited)

Paul Guilfoyle as Elevator Starter (uncredited)

Hattie McDaniel as Hattie (uncredited)

Bert Moorhouse as Country Club Member (uncredited)

Ray Hendricks as Waiter (uncredited)

James Conaty as Country Club Guest (uncredited)

Dub Taylor as Bit Part (uncredited)

Dorothy Vernon as Woman at Country Club (uncredited)

George Ford as Country Club Guest (uncredited)