Kathryn Grayson as Kathryn Jones

Gene Kelly as Private Eddie Marsh

Mary Astor as Hyllary Jones

John Boles as Colonel Bill Jones

Ben Blue as Chuck Polansky

Frances Rafferty as Marie Corbino

Mary Elliott as Helen Corbino

Frank Jenks as Sergeant Koslack

Frank Sully as Alan

Dick Simmons as Captain Fred Avery

Mickey Rooney as Himself - Emcee at the Show

Judy Garland as Judy Garland

Red Skelton as Red Skelton

Eleanor Powell as Eleanor Powell

Ann Sothern as Ann Sothern

Lucille Ball as Lucille Ball

Virginia O'Brien as Virginia O’Brien

Frank Morgan as Dr. Frank Morgan

Lena Horne as Lena Horne

Marsha Hunt as Marsha Hunt

Marilyn Maxwell as Drug Store Clerk in Red Skelton Skit

Donna Reed as Customer in Red Skelton Skit

Margaret O'Brien as Customer in Red Skelton Skit

June Allyson as June Allyson

Gloria DeHaven as Gloria DeHaven

John Conte as Dr. Conte in Frank Morgan Skit

Sara Haden as Second Nurse in Frank Morgan Skit

Don Loper as Don Loper

Maxine Barrat as Maxine Barrat

Kay Kyser as Kay Kyser

Benny Carter as Ben Carter

José Iturbi as José Iturbi

Bob Crosby as Bob Crosby

Cyd Charisse as Dancer in Don Loper Number (uncredited)

Natalie Draper as Girl at Train Station (uncredited)

Henry O'Neill as Captain in Frank Morgan Skit (uncredited)

Ray Teal as Ringmaster at Circus (uncredited)

Eve Whitney as Girl at Train Station

Ben Lessy as Silent Monk

Dorothy Tuttle as Dancer (uncredited)