Sonja Henie as Karen Benson

John Payne as Ted Scott

Glenn Miller as Phil Corey

Milton Berle as Jerome K. 'Nifty' Allen

Lynn Bari as Vivian Dawn

Joan Davis as Miss Carstairs

Dorothy Dandridge as Specialty Act

William B. Davidson as Jack Murray

Almira Sessions as Nurse

Mel Ruick as Jimmy Norton

Ralph Dunn as Customs Officer

Chester Clute as Process Server

Tex Beneke as Orchestra Member (uncredited)

Ann Doran as Waitress (uncredited)

Ray Eberle as Ray Eberle - Orchestra Vocalist (uncredited)

Fayard Nicholas as Specialty Dancer (uncredited)

Harold Nicholas as Specialty Dancer (uncredited)

Sheila Ryan as Phone Operator (uncredited)