Eleanor Powell as Marilyn Marsh

Ann Sothern as Dixie Donegan Crane

Robert Young as Edward 'Eddie' Crane

Lionel Barrymore as Judge Murdock

John Carroll as Buddy Crawford

Red Skelton as Joe 'Red' Willet

Virginia O'Brien as Lull

Tom Conway as Mr. Blanton

Dan Dailey as Bill Pattison (as Dan Dailey, Jr.)

Reginald Owen as Max Milton

Rose Hobart as Mrs. Carter Wardley

Phil Silvers as Master of Ceremonies

Bess Flowers as Banquet Guest at Max's Table (uncredited)

James Berry as James Berry

Warren Berry as Warren Berry

Ananias Berry as Nyas Berry (as Nyas Berry)

Connie Russell as The Singer

Patsy Shaw as Solo in Montage (uncredited)