Fred Astaire as Johnny Brett

Eleanor Powell as Clare Bennett

George Murphy as King Shaw

Frank Morgan as Bob Casey

Ian Hunter as Bert C. Matthews

Florence Rice as Amy Blake

Lynne Carver as Emmy Lou Lee

Ann Morriss as Pearl

Trixie Firschke as Juggler

Libby Taylor as Angel (uncredited)

George Chandler as Mr. Jones (uncredited)

Gladys Blake as Miss Martin (uncredited)

Mary Field as Second Bride (uncredited)

Irving Bacon as Orange Stand Counterman (uncredited)

James Flavin as Clancy (uncredited)

Joe Yule as Dan (uncredited)

Charlotte Arren as Opera Singer "Arren & Broderick" (uncredited)

Johnny Broderick as Pianist "Arren & Broderick" (uncredited)

Bess Flowers as Nightclub Patron (uncredited)

Carol Adams as Dancer (uncredited)

Barbara Jo Allen as Ms. Konk (uncredited)

Bobby Barber as Wedding Guest (uncredited)

Herman Bing as Silhouettist (uncredited)

Mel Blanc as Panhandler (uncredited)

Don Brodie as Barker (uncredited)

Paul E. Burns as Waiter (uncredited)

Chick Collins as Sailor (uncredited)

James Conaty as Seated Nightclub Patron

Joseph Crehan as Ballroom Manager (uncredited)

John Daheim as Barker (uncredited)

Bobbie Canvin as Music Maids Member (uncredited)

Jeanne Darrell as Music Maids Member (uncredited)

Patt Hyatt as Music Maids Member (uncredited)

Alice Ludes as Music Maids Member (uncredited)

Hal K. Dawson as O'Grady (uncredited)

Edgar Dearing as Policeman (uncredited)

Sayre Dearing as Wedding Guest (uncredited)

Jean Del Val as Italian Waiter (uncredited)

Eddie Hall as Guest at First Wedding (uncredited)

Henry Hebert as Theatregoer (uncredited)

Shep Houghton as Specialty Dancer (uncredited)

Arthur Stuart Hull as Actor in Top Hat (uncredited)

Harry Lash as Barker (uncredited)

Hal Le Sueur as Casey's Chauffeur (uncredited)

David Lloyd as Callboy (uncredited)

Alphonse Martell as French Dancer (uncredited)

Frank McLure as Wedding Guest (uncredited)

Bert Moorhouse as Wedding Guest (uncredited)

Douglas McPhail as Masked Singer (uncredited)

Jack Mulhall as George (uncredited)

John T. Murray as Ham Actor (uncredited)

Wanda Perry as Bridesmaid (uncredited)

Tom Quinn as Wedding Guest (uncredited)

Suzanne Ridgway as Nightclub Dancer / Chorine at Rehearsal (uncredited)

Cyril Ring as Show Backer at Rehearsal / Nightclub Headwaiter (uncredited)

Mel Ruick as Orchestra Leader (uncredited)

Gertrude Simpson as Stage Mother (uncredited)

Walter Soderling as Justice (uncredited)

Larry Steers as Theatregoer (uncredited)

William Tannen as Harmon (uncredited)

Russell Wade as Nightclub Dancer (uncredited)

E. Alyn Warren as Pop (uncredited)

Denny Wilson as Music Maids Member (uncredited)

Blair Woolstencroft as Unicyclist (uncredited)