Fred Astaire as Petrov

Ginger Rogers as Linda Keene

Edward Everett Horton as Jeffrey Baird

Eric Blore as Cecil Flintridge

Jerome Cowan as Arthur Miller

Ketti Gallian as Lady Tarrington

William Brisbane as Jim Montgomery

Ann Shoemaker as Matron

Harriet Hoctor as Ballet Dancer

Rolfe Sedan as Ballet Master (uncredited)

Richard Tucker as Mr. Russell (uncredited)

Ben Alexander as Evans (uncredited)

Charles Coleman as Policeman (uncredited)

Eddie Hall as Man (uncredited)

Matthew Boulton as Ship's Officer (uncredited)

Sidney Bracey as First Steward (uncredited)

Monte Collins as Usher-Messenger (uncredited)

Dudley Dickerson as Engine Room Singer (uncredited)

Pauline Garon as (uncredited)

Charlie Hall as Bartender (uncredited)

Frank Moran as Process Server (uncredited)

Leonard Mudie as Waiter (uncredited)

Henry Mowbray as Radio Officer (uncredited)

Norman Ainsley as Bartender (uncredited)

Sherwood Bailey as Newsboy (uncredited)

Harry Bowen as Johnson (uncredited)

William Burress as Justice of the Peace (uncredited)

Jean De Briac as Producer (uncredited)

Douglas Gordon as Steward (uncredited)

Helena Grant as Passenger Starting Gossip (uncredited)

Jane Hamilton as Woman (uncredited)

Sam Harris as Passenger Walking Dog (uncredited)

Sam Hayes as Dispatcher (uncredited)

Charles Irwin as Fire Drill Steward (uncredited)

Tiny Jones as Flower Woman (uncredited)

Lew Kelly as Policeman at Jail (uncredited)

Marie Marks as Woman (uncredited)

Alphonse Martell as Doorman (uncredited)

Torben Meyer as Show Producer (uncredited)

Vesey O'Davoren as Bartender (uncredited)

Jack Rice as Hotel Desk Clerk (uncredited)

Matty Roubert as Elevator Operator (uncredited)

George Savidan as Errand Boy (uncredited)

Mary Stewart as Dancer and Singer (uncredited)

Spencer Teakle as (uncredited)

Pete Theodore as Linda's Dancing Partner (uncredited)

Marek Windheim as Ballet Master (uncredited)

Sam Wren as Charlie (uncredited)

Emma Young as Tai (uncredited)