Red Skelton as Steve Elliott

Esther Williams as Caroline Brooks

Basil Rathbone as George Adams

Bill Goodwin as Willis Evans

Jean Porter as Jean Allenwood

Nana Bryant as Dean Clinton

Carlos Ramírez as Carlos

Ethel Smith as Ethel Smith

Xavier Cugat as Orchestra Leader

Lina Romay as Lina Romay

Harry James as Harry James

Helen Forrest as Helen Forrest

Donald Meek as Chester Klazenfrantz

Jacqueline Dalya as Maria Dorango

Francis Pierlot as Professor Hendricks

Ann Codee as Mme. Zarka

Margaret Dumont as Mrs. Allenwood

Bunny Waters as Bunny

Janis Paige as Janis

Abigail Adams as Co-Ed (uncredited)

Dorothy Adams as Ms. Hanney (uncredited)

Margaret Adden as Co-Ed (uncredited)

Douglas Berle as Pedro (uncredited)

Karin Booth as Co-Ed (uncredited)

Lucille Casey as Co-Ed (uncredited)

Jesús Castillón as Guadalajara Trio Member (uncredited)

Aina Constant as Showgirl (uncredited)

Donald Davis as Pablo (uncredited)

Pat Dean as Swimmer (uncredited)

Linda Deane as Co-Ed (uncredited)

Dolores Dey as Co-Ed (uncredited)

Elspeth Dudgeon as Miss Travers (uncredited)

Bonnie Edwards as Co-Ed (uncredited)

Sarah Edwards as Faculty Member (uncredited)

Herbert Evans as Backstage Manager (uncredited)

Alice Eyland as Co-Ed (uncredited)

Dorothy Ford as Dorothy (uncredited)

Mary Ganley as Mary (uncredited)

Jane Green as Justice of the Peace's Wife (uncredited)

Betty Lou Hanson as Swimmer (uncredited)

Charmienne Harker as Co-Ed (uncredited)

Mary Ann Hawkins as Specialty Swimmer (uncredited)

Harry Hayden as Jonathan (uncredited)

Russell Hicks as Mr. Allenwood (uncredited)

Frank Holiday Jr. as Musician - "Alma llanera" Number (uncredited)

Jane Isbell as Western Union Girl (uncredited)

Betty Jaynes as Co-Ed (uncredited)

Eddie Kane as Captain of Waiters (uncredited)

Eleanor Keaton as Swimmer (uncredited)

Gloria Lake as Co-Ed (uncredited)

Vicky Lane as Co-Ed (uncredited)

Lamberto Leyva as Guadalajara Trio Member (uncredited)

John Lopez as Bellhop (uncredited)

Ann Lundeen as Co-Ed (uncredited)

Peggy Maley as Co-Ed (uncredited)

Alphonse Martell as Doorman (uncredited)

Beryl McCutcheon as Co-Ed (uncredited)

Muriel Morris as Co-Ed (uncredited)

Buddy Moreno as Buddy Moreno (uncredited)

Douglas Morrow as Stage Manager (uncredited)

Edmund Mortimer as Faculty Member (uncredited)

Noreen Nash as Noreen, a Co-Ed (uncredited)

Helen O'Hara as Helen, a Co-Ed (uncredited)

Shelby Payne as Cigarette Girl (uncredited)

Mary Perine as Co-Ed (uncredited)

George Pitman as Musician - "Alma llanera" Number (uncredited)

Bob Priester as Musician - "Alma llanera" Number (uncredited)

Bertha Priestley as Fat Girl (uncredited)

Eloise Rawitzer as Singer - "I'll Take the High Note" Number (uncredited)

Danny Reilley as Pancho (uncredited)

Mildred Riley as Showgirl (uncredited)

Mario Santos as Guadalajara Trio Member (uncredited)

Earl Schenck as Professor Nichols (uncredited)

Naomi Scher as Co-Ed (uncredited)

Erin Selwyn as Co-Ed (uncredited)

Almira Sessions as Ms. Phillips (uncredited)

Amzie Strickland as Showgirl (uncredited)

Mary C. Taylor as Water Ballet Performer (uncredited)

Ray Teal as Maitre d' at Adams Club (uncredited)

Andrew Tombes as Jefferson Statling, Justice of the Peace (uncredited)

Celia Travers as Sourface Chorus Girl (uncredited)

Beverly Tyler as Co-Ed (uncredited)

Harry von Schloeten as Musician - 'Alma llanera' Number (uncredited)

Sarah Wallace as Showgirl (uncredited)

Allan Watson as Musician - "Alma llanera" Number (uncredited)

Constance Weiler as Co-Ed (uncredited)

Joe Yule as Bartender (uncredited)