Fred Astaire as Jerry Travers

Ginger Rogers as Dale Tremont

Edward Everett Horton as Horace Hardwick

Erik Rhodes as Alberto Beddini

Eric Blore as Bates

Helen Broderick as Madge Hardwick

Lucille Ball as Flower Shop Clerk (uncredited)

Gino Corrado as Venice Hotel Manager (uncredited)

Leonard Mudie as Florist (uncredited)

Dennis O'Keefe as Elevator Passenger / Hotel Guest / Dancer (uncredited)

Nick Thompson as Italian Police Officer (uncredited)

Tom Ricketts as Nervous Thackeray Club Waiter (uncredited)

Robert Adair as London Hotel Clerk (uncredited)

William A. Boardway as Club Member (uncredited)

Tex Brodus as Hotel Guest (uncredited)

Phyllis Coghlan as Dancer (uncredited)

Lorinne Crawford as Dancer (uncredited)

Oliver Cross as Hotel Guest (uncredited)

Jay Eaton as Guest Leaving Elevator (uncredited)

Jack Ellison as Dancer (uncredited)

George Ford as Club Patron (uncredited)

Jack Geiger as Dancer (uncredited)

Charlie Hall as (uncredited)

Peter Hobbes as Theatre Callboy (uncredited)

Frank Mills as Lido Waiter (uncredited)

George Nardelli as Club Patron (uncredited)

Edgar Norton as London Hotel Manager (uncredited)

Paul Power as Club Patron (uncredited)

Rita Rozelle as Dancer (uncredited)

Scott Seaton as Hotel Guest (uncredited)

Genaro Spagnoli as Fisherman (uncredited)

Mary Stewart as Dancer (uncredited)

Anya Taranda as Dancer (uncredited)