James Stewart as Gilbert Young

Judy Garland as Susan Gallagher

Hedy Lamarr as Sandra Kolter

Lana Turner as Sheila Regan

Tony Martin as Frank Merton

Jackie Cooper as Jerry Regan

Ian Hunter as Geoffrey Collis

Charles Winninger as 'Pop' Gallagher

Edward Everett Horton as Noble Sage

Philip Dorn as Franz Kolter

Paul Kelly as John Slayton

Eve Arden as Patsy Dixon

Dan Dailey as Jimmy Walters

Al Shean as Al

Fay Holden as Mrs. Regan

Felix Bressart as Mischa

Rose Hobart as Mrs. Merton

Bernard Nedell as Nick Capalini

Ed McNamara as Mr. Regan

Mae Busch as Jenny

Renie Riano as Annie

Josephine Whittell as Perkins

Sergio Orta as Native Dancer

John Alban as Restaurant Patron (uncredited)

Jimmy Ames as Man with Wife in Front Row (uncredited)

Roscoe Ates as Janitor Changing Pictures (uncredited)

King Baggot as Man in Audience (uncredited)

Joan Barclay as Actress in Slayton's Office (uncredited)

Harriet Bennett as Ziegfeld Girl (uncredited)

Nina Bissell as Ziegfeld Girl (uncredited)

Tex Brodus as Chorus Boy (uncredited)

Leslie Brooks as Ziegfeld Girl (uncredited)

Georgia Carroll as Ziegfeld Girl (uncredited)

Joyce Compton as Miss Sawyer, Auditioning Showgirl (uncredited)

James Conaty as Man in Audience (uncredited)

Virginia Cruzon as Ziegfeld Girl (uncredited)

Frances Curry as Maid (uncredited)

Patricia Dane as Ziegfeld Girl (uncredited)

Bill Days as Singer in "Whispering" Number (uncredited)

Myrna Dell as Ziegfeld Girl (uncredited)

Antonio 'el Bailarín' as Specialty Dancer (uncredited)

James Flavin as Buck (uncredited)

Bess Flowers as Palm Beach Casino Patron (uncredited)

Frances Gladwin as Ziegfeld Girl (uncredited)

Reed Hadley as Geoffrey's Friend in Audience (uncredited)

Beatrice Hagen as Ziegfeld Girl (uncredited)

Eddie Hall as Stagehand Calling for Mr. Kolter (uncredited)

Al Hill as Truck Driver (uncredited)

Shep Houghton as Chorus Boy (uncredited)

Dorothy Hoyle as Singer in "Ziegfeld Girls" Number (uncredited)

Claire James as Ziegfeld Girl (uncredited)

Armand Kaliz as Pierre, Headwaiter (uncredited)

Alva Kellogg as Soloist in "Minnie from Trinidad" Number (uncredited)

Colin Kenny as Croupier (uncredited)

Donald Kirke as Playboy Dating Sheila (uncredited)

Louise La Planche as Ziegfeld Girl (uncredited)

Lois Lindsay as Dancer (uncredited)

George Lloyd as George, Speakeasy Waiter (uncredited)

Tom Mahoney as Jailer (uncredited)

Madeline Martin as Ziegfeld Girl (uncredited)

Vivian Mason as Ziegfeld Girl (uncredited)

Bert Moorhouse as Palm Beach Casino Patron (uncredited)

Philip Morris as Truck Driver (uncredited)

George Noisom as Call Boy (uncredited)

Barry Norton as Palm Beach Casino Patron (uncredited)

Anne O'Neal as Lady in Elevator (uncredited)

Rose Paidar as Singer in "Ziegfeld Girls" Number (uncredited)

Helen Patterson as Singer in "Ziegfeld Girls" Number (uncredited)

Ginger Pearson as Salesgirl (uncredited)

Rebel Randall as Ziegfeld Girl (uncredited)

John Rarig as Singer in "Whispering" Number (uncredited)

Virginia Rees as Singer in "Ziegfeld Girls" Number (uncredited)

Rosario as Specialty Dancer (uncredited)

Fred Santley as Floor Manager (uncredited)

Helen Seamon as Dancer (uncredited)

Max Smith as Singer in "Whispering" Number (uncredited)

Christine Stafford as Singer in "Ziegfeld Girls" Number (uncredited)

Larry Steers as Theater Patron Watching Finale (uncredited)

Eva Stivers as Ziegfeld Girl (uncredited)

Amzie Strickland as Ziegfeld Girl (uncredited)

Elliott Sullivan as Truck Driver (uncredited)

Anya Taranda as Ziegfeld Girl (uncredited)

Ray Teal as Pawnbroker (uncredited)

Ruth Tobey as Betty Regan (uncredited)

Dorothy Tuttle as Ziegfeld Girl (uncredited)

Betty Van Allen as Singer in "Ziegfeld Girls" Number (uncredited)

Victoria Vinton as Ziegfeld Girl (uncredited)

Jean Wallace as Ziegfeld Girl (uncredited)

Gayne Whitman as Ted, Box Office Attendant (uncredited)

Irma Wilson as Ziegfeld Girl (uncredited)

Katherine Yorke as Ziegfeld Girl (uncredited)