James Ellison as Andy Mason

Alice Faye as Edie Allen

Carmen Miranda as Dorita

Phil Baker as Phil Baker

Benny Goodman as Benny Goodman

Eugene Pallette as Andrew Mason Sr.

Charlotte Greenwood as Mrs. Peyton Potter

Edward Everett Horton as Peyton Potter

Tony De Marco as Tony

Sheila Ryan as Vivian Potter

Dave Willock as Sgt. Pat Casey

Bobby Somers as Child Dancers

Jeanne Crain as Chorus Girl / Pool Party Guest (uncredited)

Frank Faylen as Marine Sergeant (uncredited)

Miriam LaVelle as Specialty Dancer (uncredited)

June Haver as Chorus Girl / Hat-Check Girl (uncredited)

Adele Jergens as Chorus Girl (uncredited)

Leon Belasco as Waiter (uncredited)

Brooks Benedict as Club New Yorker Patron (uncredited)

Lee Bennett as Club New Yorker Patron (uncredited)

Ruth Brady as Dancer (uncredited)

Lorraine Breacher as Dancer (uncredited)

Gabriel Canzona as Organ Grinder (uncredited)

Brooke Chapin as Litttle Girl (uncredited)

Frank Darien as Stage Doorman (uncredited)

Frankie Daye as Chorus Girl (uncredited)

Jo-Carroll Dennison as Minor Role (uncredited)

George Dobbs as Benson (uncredited)

Johnny Duncan as Jitterbug Dancer (uncredited)

Herbert Evans as Club New Yorker Patron (uncredited)

Deidre Gale as Jitterbug Dancer (uncredited)

Hallene Hill as Old Lady (uncredited)

Leyland Hodgson as Butler (uncredited)

Russell Hoyt as Sailor (uncredited)

Al Murphy as Stage Manager (uncredited)

Jean O'Donnell as Dancer (uncredited)

Aloysio de Oliveira as Specialty Performer (uncredited)

Donna Mae Roberts as Chorus Girl (uncredited)

Marion Rosamond as Dancer (uncredited)

Charles Saggau as Beezy - Jitterbug Dancer (uncredited)

Virginia Sale as Miss Custer, Secretary (uncredited)

Billie Seward as Dancer (uncredited)

Mary Stewart as Chorus Girl (uncredited)

Blanche Taylor as Dancer (uncredited)

Fred Walburn as Newsboy (uncredited)

Virginia Wilson as De Marco's Dancing Partner (uncredited)

Lillian Yarbo as Maid (uncredited)