Ginger Rogers as Susan Applegate

Ray Milland as Philip Kirby

Rita Johnson as Pamela Hill

Robert Benchley as Albert Osborne

Diana Lynn as Lucy Hill

Edward Fielding as Oliver Slater Hill

Frankie Thomas as Cadet Osborne

Raymond Roe as Anthony Wigton Jr.

Charles Smith as Cadet Korner

Larry Nunn as Cadet Babcock

Billy Dawson as Cadet Miller

Lela Rogers as Mrs. Applegate

Aldrich Bowker as Reverend Doyle

Boyd Irwin as Major Griscom

Byron Shores as Captain Durand

Richard Fiske as Will Duffy

Norma Varden as Mrs. Osborne

Gretl Dupont as Mrs. Shackleford

George Anderson as Train Passenger (uncredited)

Stanley Andrews as Conductor #1 (uncredited)

Vangie Beilby as Woman in Train Station (uncredited)

Marie Blake as Bertha (uncredited)

John Bogden as Cadet (uncredited)

Carl R. Botefuhr as Cadet (uncredited)

Ralph Brooks as Train Passenger (uncredited)

Dick Chandlee as Cadet (uncredited)

Bill Clauson as Cadet (uncredited)

Ethel Clayton as Ball Guest (uncredited)

James Conaty as Officer (uncredited)

Stanley Desmond as Cadet Shumaker (uncredited)

Tom Dugan as Con Man (uncredited)

Jay Eaton as Man Leaving Elevator (uncredited)

Mary Field as Mother at Station (uncredited)

Bess Flowers as Ball Guest (uncredited)

Ralph Gilliam as Cadet (uncredited)

Kenneth Grant as Cadet (uncredited)

Lynda Grey as Ball Guest (uncredited)

Bradley Hail as Cadet (uncredited)

Sam Harris as Ball Guest (uncredited)

Dell Henderson as Doorman (uncredited)

Carlotta Jelm as Margie (uncredited)

Payne B. Johnson as Boy in Dancing Scene (uncredited)

Alice Keating as Nurse (uncredited)

Milton Kibbee as Station Agent (uncredited)

Stephen Kirchner as Cadet (uncredited)

Carl M. Leviness as Man in Hallway (uncredited)

Jack Lindquist as Cadet (uncredited)

Leota Lorraine as Ball Guest (uncredited)

Ken Lundy as Elevator Boy (uncredited)

David McKim as Cadet (uncredited)

Freddie Mercer as Wilbur (uncredited)

Edmund Mortimer as Ball Guest (uncredited)

William Newell as Ticket Agent #2 (uncredited)

Buster Nichols as Cadet (uncredited)

Billy O'Kelly as Cadet (uncredited)

Emory Parnell as Conductor #2 (uncredited)

Edward Peil Sr. as Stationmaster (uncredited)

Jim Pilcher as Cadet (uncredited)

Billy Ray as Cadet Summerville (uncredited)

Shirley Jean Rickert as College Girl (uncredited)

William Roy as Cadet (uncredited)

Bert Stevens as Train Passenger (uncredited)

Archie Twitchell as Cadet Sergeant (uncredited)

Gloria Williams as Ball Guest (uncredited)

Don Wilmot as Cadet (uncredited)

Will Wright as Ticket Agent #1 (uncredited)