Eleanor Powell as Miss Dorothy 'Dot' March

Robert Young as Brooks Mason / George Smith

George Burns as Joe Duffy

Gracie Allen as Millicent 'Millie' De Grasse

Rita Johnson as Cecelia Grayson

Clarence Kolb as Mr. Horace Grayson

Jo Ann Sayers as Nurse

Ann Morriss as Gale Brewster

Willie Fung as Wong

Cliff Clark as First Detective

Edward Gargan as Second Detective

Eddie 'Rochester' Anderson as Washington

Sig Ruman as Psychiatrist

Ruth Hussey as Eve

Kealohu Holt as Native Dancing Girl

Edgar Dearing as Jailer

Bess Flowers as Grayson's Party Guest (uncredited)

Russell Hicks as Mr. Clifford Jones (uncredited)

Jo Stafford as Member of The Pied Pipers (uncredited)

Tom Neal as Ambulance Intern (uncredited)

Ken Darby as Groucho 1 (uncredited)

Jon Dodson as Chico (uncredited)

Bud Linn as Harpo (uncredited)

Rad Robinson as Groucho 2 (uncredited)

Roy Atwell as Bearded Man on Ship (uncredited)

Diane Cook as Second Passenger (uncredited)

Andy Iona as Andy Iona (uncredited)

Betty Jaynes as Singer (uncredited)

Edward LeSaint as Minister (uncredited)

Helen MacKellar as Middle Telephone Operator (uncredited)

Douglas McPhail as Bing Crosby Impersonator (uncredited)

James Millican as Lifeguard on Ship (uncredited)

Alberto Morin as Clerk (uncredited)

William Newell as Second Interne

Claire Owen as First Telephone Operator (uncredited)

Bert Roach as Grayson's Party Guest (uncredited)

Clarice Sherry as Third Passenger (uncredited)

Phillip Terry as Nightclub Bandleader (uncredited)

Martha Tibbetts as Last Telephone Operator (uncredited)

Laura Treadwell as Mrs. Brady, Elderly Guest (uncredited)

William Wagner as Pallbearer (uncredited)

Christina Welles as Minor Role (uncredited)