Fred Astaire as Josh Barkley

Ginger Rogers as Dinah Barkley

Oscar Levant as Ezra Millar

Billie Burke as Mme Livingston Belney

Jacques François as Jacques Barredout

Gale Robbins as Shirlene May

George Zucco as The Judge

Clinton Sundberg as Bert Felsher

Inez Cooper as Pamela Driscoll

Carol Brewster as Gloria Amboy

Wilson Wood as Larry

Margaret Bert as Mary

Claire Carleton as Marie

Lorinne Crawford as Cleo Fernby

Mary Jo Ellis as Clementine

Joyce Mathews as Genevieve

Frank Ferguson as Mr. Perkins (uncredited)

Roberta Johnson as Henrietta (uncredited)

Dick Gordon as Audience Member (uncredited)