Dorothy Lamour as The Countess

William Holden as Casey Kirby

Eddie Bracken as Barney Waters

Betty Hutton as Bessie Dale

Leif Erickson as Jake

Betty Jane Rhodes as Diana Golden

Barbara Britton as Eileen Wright

Cass Daley as Cissie

Jimmy Dorsey as Jimmy Dorsey Orchestra Leader

Gil Lamb as Spike

Jack Norton as Kellogg

Roy Atwell as Arthur Sidney

Robert Warwick as Admiral Wright

Jean Lorraine as Dance Specialty (as Lorraine and Rognan)

Roy Rognan as Dance Specialty (as Lorraine and Rognan)

Bob Eberly as Dorsey Band Vocalist

Helen O'Connell as Dorsey Band Vocalist

Fred Aldrich as Bouncer at Brawl

Stanley Andrews as Lt. Commander

Harry Barris as Pee Wee

Karin Booth as Hostess

Ralph Brooks as Swingland Patron

Rod Cameron as 'Texas' - Sailor

George M. Carleton as Judge

Jack Chapin as Sailor

Chester Clute as Justice of the Peace

James Conaty as Courtroom Spectator

Hal K. Dawson as Bert

Carla Diego as Specialty Dancer (uncredited)

Laurie Douglas as Hostess

Jimmie Dundee as Bill - Sailor

Fred Graham as Sailor

Lynda Grey as Hostess

Eddie Hall as Sailor in Third Row Behind Casey (uncredited)

Barbara Kent as Hostess

Donald Kerr as Sailor Herb

Louise La Planche as Hostess

Lyle Latell as Drunk Harassing the Countess

Teala Loring as Hostess

James Millican as Sailor

Boyd 'Red' Morgan as Sailor

Joe Ploski as Sailor in Boat

Rebel Randall as Hostess

Suzanne Ridgway as Backstage Girl

Ronald R. Rondell as Swingland Patron

Phyllis Ruth as Hazel

Fred Santley as Waiter

Jeffrey Sayre as Sailor

Oscar Smith as Valet

Jack Stoney as Bouncer at Brawl

Elinor Troy as Hostess

Archie Twitchell as Petty Officer

Alice Weaver as Hostess

Pat West as Bartender

Charles Williams as Photographer

Matt Willis as Sailor

Dave Willock as Sailor