William Terry as Dakota Smith

Cheryl Walker as Eileen Burke

Judith Anderson as Judith Anderson

Kenny Baker as Kenny Baker

Tallulah Bankhead as Tallulah Bankhead

Ralph Bellamy as Ralph Bellamy

Edgar Bergen as Edgar Bergen

Ray Bolger as Ray Bolger

Ina Claire as Ina Claire

Katharine Cornell as Katharine Cornell

Gracie Fields as Gracie Fields

Lynn Fontanne as Lynn Fontanne

Helen Hayes as Helen Hayes

Katharine Hepburn as Katharine Hepburn

Hugh Herbert as Hugh Herbert

Jean Hersholt as Jean Hersholt

George Jessel as George Jessel

Gypsy Rose Lee as Gypsy Rose Lee

Alfred Lunt as Alfred Lunt

Harpo Marx as Harpo Marx

Elsa Maxwell as Elsa Maxwell

Yehudi Menuhin as Yehudi Menuhin

Ethel Merman as Ethel Merman

Paul Muni as Paul Muni

Merle Oberon as Merle Oberon

George Raft as George Raft

Lanny Ross as Lanny Ross

Martha Scott as Martha Scott

Ethel Waters as Ethel Waters

Johnny Weissmüller as Johnny Weissmüller

Ed Wynn as Ed Wynn

Henry Armetta as Henry Armetta

Benny Baker as Benny Baker

Helen Broderick as Helen Broderick

Lloyd Corrigan as Lloyd Corrigan

Jane Darwell as Jane Darwell

William Demarest as William Demarest

Vinton Freedley as Vinton

Ann Gillis as Ann Gillis

Lucile Gleason as Lucille Gleason

Vera Gordon as Vera Gordon

Virginia Grey as Virginia Grey

Sam Jaffe as Sam Jaffe

Allen Jenkins as Allen Jenkins

Roscoe Karns as Roscoe Karns

Tom Kennedy as Tom Kennedy

Otto Kruger as Otto Kruger

June Lang as June Lang

Betty Lawford as Betty Lawford

Bert Lytell as Master of Ceremonies

Aline MacMahon as Aline MacMahon

Horace McMahon as Horace MacMahon

Helen Menken as Helen Menken

Peggy Moran as Peggy Moran

Ralph Morgan as Ralph Morgan

Alan Mowbray as Alan Mowbray

Elliott Nugent as Elliott Nugent

Patrick O'Moore as Australian

Franklin Pangborn as Franklin Pangborn

Helen Parrish as Helen Parrish

Brock Pemberton as Brock Pemberton

Selena Royle as Selena Royle

Marion Shockley as Lillian

Cornelia Otis Skinner as Cornelia Otis Skinner

Ned Sparks as Ned Sparks

Bill Stern as Bill Stern

Arleen Whelan as Arleen Whelan

May Whitty as Dame May Whitty

Count Basie as Count Basie

Xavier Cugat as Xavier Cugat

Benny Goodman as Benny Goodman

Kay Kyser as Kay Kyser

Guy Lombardo as Guy Lombardo

Freddy Martin as Freddy Martin

Marjorie Riordan as Jean

Lon McCallister as California

Margaret Early as Ella Sue

Sunset Carson as Tex

Dorothea Kent as Mamie

Frederick Brady as Jersey

Anne G. Sterling as Attractive Woman (uncredited)

Jack Lambert as Sailor Cutting In with Ina Claire (uncredited)

Gertrude Lawrence as Gertrude Lawrence (uncredited)

Peggy Lee as Benny Goodman Orchestra Singer (uncredited)

Harry Babbitt as Kay Kyser Band Singer (uncredited)

Dave Barbour as Musician (uncredited)

Alice Barry as Sun Tan Girl (uncredited)

Leah Benner as Sun Tan Girl (uncredited)

Julie Conway as Kay Kyser Band Singer (uncredited)

Jane Cowl as Jane Cowl (uncredited)

Helen Dumas as Helen (uncredited)

Trudy Erwin as Kay Kyser Band Singer (uncredited)

Dorothy Fields as Dorothy Fields (uncredited)

Pat Flaherty as Dubious Army Sergeant (uncredited)

Arlene Francis as Arlene Francis (uncredited)

Mack Gray as Waiter (uncredited)

George E. Green as Freddy Martin Orchestra Member (uncredited)

Eddie Hall as Soldier on Train (uncredited)

Leonard Harper as Talent Scout (uncredited)

Edna Mae Harris as Sun Tan Girl (uncredited)

Louis Jean Heydt as Captain Robinson (uncredited)

John James as Don Brandt (uncredited)

Virginia Kaye as Virginia Kaye (uncredited)

Kenner G. Kemp as Marine (uncredited)

Maurice Marks as Jitterbugging Soldier (uncredited)

Jack Martin as Kay Kyser Band Singer (uncredited)

Sully Mason as Kay Kyser Band Singer (uncredited)

George Mathews as Marine Sergeant with Ray Bolger (uncredited)

Marian Moore as Marian Moore (uncredited)

Elizabeth Morgan as Elizabeth (uncredited)

Honeychile Perdue as Sun Tan Girl (uncredited)

Caleb Peterson as Johnny Jones (uncredited)

Francis Pierlot as Minister at Jersey's Wedding (uncredited)

Django Reinhardt as Django Reinhardt (uncredited)

Ruby Richards as Sun Tan Girl (uncredited)

Verna Richardson as Sun Tan Girl (uncredited)

Ruth Roman as Girl (uncredited)

Lina Romay as Xavier Cugat Orchestra Singer (uncredited)

Johnny Roventini as Johnny (uncredited)

Mortimer Snerd as Wooden Dummy (uncredited)

Arthur Walsh as Jitterbugging Soldier (uncredited)

Jesse White as Jesse White (uncredited)

Max Williams as Kay Kyser Band Singer (uncredited)

Matt Willis as Sergeant on Train (uncredited)

Virginia Field as Virginia Field