Fred Astaire as Josh Barkley

Ginger Rogers as Dinah Barkley

Oscar Levant as Ezra Millar

Billie Burke as Mrs. Livingston Belney

Gale Robbins as Shirlene May

Jacques François as Jacques Barredout

George Zucco as Judge

Clinton Sundberg as Bert Felsher

Inez Cooper as Pamela Driscoll

Carol Brewster as Gloria Amboy

Wilson Wood as Larry

Margaret Bert as Mary (uncredited)

Claire Carleton as Marie (uncredited)

Lorinne Crawford as Cleo Fernby (uncredited)

Mary Jo Ellis as Clementine (uncredited)

Joyce Mathews as Genevieve (uncredited)

Frank Ferguson as Mr. Perkins (uncredited)

Roberta Johnson as Henrietta (uncredited)

Dick Gordon as Audience Member (uncredited)

Patrick Miller as Bobby Soxer (uncredited)