Irene Dunne as Stephanie

Fred Astaire as Huck Haines

Ginger Rogers as Comtesse Scharwenka

Randolph Scott as John Kent

Helen Westley as Roberta / Aunt Minnie

Claire Dodd as Sophie

Victor Varconi as Ladislaw

Luis Alberni as Voyda

Ferdinand Munier as Lord Delves

Torben Meyer as Albert

Adrian Rosley as Professor

Bodil Rosing as Fernande

Lucille Ball as Fashion Model

Candy Candido as Candy

William Frawley as Bartender

Virginia Carroll as

Lynne Carver as

Diane Cook as

Mary Forbes as

Jane Hamilton as

Grace Hayle as

Maxine Jennings as

Marie Osborne as

Wanda Perry as Fashion Model (uncredited)

Donna Mae Roberts as

Sam Savitsky as

Gene Sheldon as

Kay Sutton as

Mike Tellegen as

Dale Van Sickel as

Michael Visaroff as

William Carey as Wabash Indian (uncredited)