Maureen O'Hara as Judy O'Brien

Louis Hayward as Jimmy Harris

Lucille Ball as Bubbles

Virginia Field as Elinor Harris

Ralph Bellamy as Steve Adams

Maria Ouspenskaya as Madame Basilova

Mary Carlisle as Sally

Katharine Alexander as Miss Olmstead

Edward Brophy as Dwarfie

Walter Abel as Judge

Harold Huber as Hoboken Gent

Ernest Truex as Bailey #1

Chester Clute as Bailey #2

Lorraine Krueger as Dolly

Lola Jensen as Daisy

Emma Dunn as Mrs. Simpson

Sidney Blackmer as Puss in Boots

Vivien Fay as Ballerina

Ludwig Stössel as Caesar

Ernö Verebes as Fitch

Stanley Blystone as Plainclothesman (uncredited)

Wade Boteler as Policeman (uncredited)

Buster Brodie as Burlesk House Spectator (uncredited)

Ralph Brooks as Burlesk House Spectator (uncredited)

Paul E. Burns as Reporter Calling Elinor (uncredited)

Leo Cleary as Court Clerk (uncredited)

Clyde Cook as Claude (uncredited)

Ray Cooke as Reporter (uncredited)

Gino Corrado as Gino (uncredited)

Kernan Cripps as Night Court Bailiff (uncredited)

Jay Eaton as Nightclub Patron (uncredited)

Bess Flowers as Nightclub Patron (uncredited)

Paul Fung as Chinese Waiter (uncredited)

Sam Harris as Nightclub Patron (uncredited)

Lew Harvey as Reporter at Taxi (uncredited)

Lew Hicks as Grumpy Man in Elevator (uncredited)

Donald Kerr as Photographer in Hallway (uncredited)

Milton Kibbee as Reporter at Taxi (uncredited)

Jeanne Lafayette as Nanette (uncredited)

Mike Lally as Burlesk House Spectator (uncredited)

Robert McKenzie as Otto (uncredited)

Tony Merlo as Headwaiter (uncredited)

Frank Mills as Man Booing Judy (uncredited)

Bert Moorhouse as Jimmy's Friend (uncredited)

Pat Moriarty as Night Court Guard (uncredited)

Philip Morris as Policeman (uncredited)

Barry Norton as Dissaproving Theatre Patron (uncredited)

William J. O'Brien as Burlesk House Spectator (uncredited)

Robert Emmett O'Connor as Plainclothesman (uncredited)

Jack O'Shea as Patron of Palais Royale (uncredited)

Lee Phelps as Plainclothesman (uncredited)

Paul Phillips as Reporter (uncredited)

Paul Renay as Headwaiter (uncredited)

Dewey Robinson as Palais Royale Manager (uncredited)

Ralph Sanford as Taxi Driver (uncredited)

Ruth Seeley as Dimples (uncredited)

Lee Shumway as Policeman (uncredited)

Bert Stevens as Elevator Passenger (uncredited)

Harry Tenbrook as Night Court Spectator (uncredited)

Harry Tyler as Bailey Brothers' Barker (uncredited)

Lee 'Lasses' White as Bailey Brothers' Stage Manager (uncredited)

Thelma Woodruff as Mary (uncredited)

Marjorie Woodworth as Jane (uncredited)