Eleanor Powell as Nora Paige

James Stewart as Ted Barker

Virginia Bruce as Lucy James

Una Merkel as Jenny Saks

Sid Silvers as 'Gunny' Sacks

Frances Langford as 'Peppy' Turner

Raymond Walburn as Captain Dingby

Alan Dinehart as McKay

Buddy Ebsen as 'Mush' Tracy

Juanita Quigley as Sally Saks

Georges as Himself

Jalna as Herself

Reginald Gardiner as Policeman

Barnett Parker as Floorwalker

J. Marshall Smith as Member of The Foursome

L. Dwight Snyder as Member of The Foursome

Jay Johnson as Member of The Foursome

Del Porter as Member of The Foursome

Jean Ashton as Chorus Girl (uncredited)

Monica Bannister as Waitress at Lonely Hearts Club (uncredited)

Bonnie Bannon as Waitress at Lonely Hearts Club (uncredited)

Barbara Bedford as Hector's Secretary (uncredited)

Charles Bennett as Quartet Member (uncredited)

Diane Cook as Girl at Lonely Hearts Club (uncredited)

Doris Davenport as Chorus Girl (uncredited)

Mary Dees as Chorine (uncredited)

Wanda Perry as Guest at Lonely Hearts Club (uncredited)