Bing Crosby as Johnny Adams

Fred Astaire as Jed Potter

Joan Caulfield as Mary O'Hara

Billy De Wolfe as Tony

Olga San Juan as Nita Nova

Mikhail Rasumny as François

Frank Faylen as Mack

Victoria Horne as Martha (nurse)

Karolyn Grimes as Mary Elizabeth Adams

Jimmy Conlin as Jeffrey - Valet (uncredited)

John Deauville as Dancer (uncredited)

John Gallaudet as Stage Manager (uncredited)

Audrey Korn as Dancer (uncredited)

Cliff Nazarro as Cliff - Piano Player (uncredited)

Rudolph Valentino as Valentino (archive footage) (uncredited)

Joan Woodbury as Flo (uncredited)

Will Wright as Dan - Stage Manager (uncredited)

Gene Cole as Dancer (uncredited)

Audrey Young as Chorine

Joan Woodbury as Flo

Florence Wix as Nightclub Patron

Beverly Thompson as Showgirl

Mary Stewart as Dancer / Singer

Larry Steers as Guest at Top Hat Nightclub

Barbara Slater as Myrtle

Scott Seaton as Nightclub Patron

Jeffrey Sayre as Guest at Hole in the Wall

Louise Saraydar as Singer in Quartette

Mary Jane Shores as Dancer

Jack Perrin as Restaurant Patron

Mavis Murray as Dancer

Frances Morris as Nurse

Harold Miller as Nightclub Patron

Cecilia Meagher as Dancer

Ethelreda Leopold as Nightclub Patron

Audrey Korn as Dancer

Lucille Knox as Showgirl

John Gallaudet as Stage Manager

J.C. Fowler as Nightclub Patron

Jay Eaton as Nightclub Patron

John Deauville as Dancer

Dorothy Dayton as Dancer