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

Stanley Andrews as Conductor #1

Vangie Beilby as Woman in Train Station

Marie Blake as Bertha

John Bogden as Cadet

Carl R. Botefuhr as Cadet

Ralph Brooks as Train Passenger

Dick Chandlee as Cadet

Bill Clauson as Cadet

Ethel Clayton as Ball Guest

James Conaty as Officer

Stanley Desmond as Cadet Shumaker

Tom Dugan as Con Man

Jay Eaton as Man Leaving Elevator

Mary Field as Mother at Station

Bess Flowers as Ball Guest

Ralph Gilliam as Cadet

Kenneth Grant as Cadet

Lynda Grey as Ball Guest

Bradley Hail as Cadet

Sam Harris as Ball Guest

Dell Henderson as Doorman

Carlotta Jelm as Margie

Payne B. Johnson as Boy in Dancing Scene

Alice Keating as Nurse

Milton Kibbee as Station Agent

Stephen Kirchner as Cadet

Carl M. Leviness as Man in Hallway

Jack Lindquist as Cadet

Leota Lorraine as Ball Guest

Ken Lundy as Elevator Boy

David McKim as Cadet

Freddie Mercer as Wilbur

Edmund Mortimer as Ball Guest

William Newell as Ticket Agent #2

Buster Nichols as Cadet

Billy O'Kelly as Cadet

Emory Parnell as Conductor #2

Edward Peil Sr. as Stationmaster

Jim Pilcher as Cadet

Billy Ray as Cadet Summerville

Shirley Jean Rickert as College Girl

William Roy as Cadet

Bert Stevens as Train Passenger

Archie Twitchell as Cadet Sergeant

Gloria Williams as Ball Guest

Don Wilmot as Cadet

Will Wright as Ticket Agent #1