Fred Astaire as Fred Atwell (Fred Burton)

Joan Leslie as Joan Manion

Robert Benchley as Philip 'Phil' Harriman

Robert Ryan as Reginald Fenton

Elizabeth Patterson as Mrs. Fisher

Marjorie Gateson as Canteen Hostess

Freddie Slack as Freddie Slack - Leader of His Orchestra

Bobby Barber as Canteen Waiter (uncredited)

Eric Blore as Jackson - Phil's Butler (uncredited)

Neil Hamilton as Navy Officer on Train (uncredited)

Olin Howland as Driver (uncredited)

Paul Hurst as Dock Foreman (uncredited)

Clarence Kolb as Harvey J. Sloan (uncredited)

Peter Lawford as Naval Commander (uncredited)

Frank McLure as Officer at Dinner (uncredited)

Clarence Muse as Colonial Club Doorman (uncredited)

Amelita Ward as Southern Girl (uncredited)

Anne G. Sterling as Woman in Canteen

Ella Mae Morse as Singer (uncredited)

Jack Carr as Customer

Edna Harris as Salesgirl (uncredited)

Dorothy Kelly as