Carl Brisson as Eric Lander

Victor McLaglen as Bill Murdock

Jack Oakie as Jack Ellery

Kitty Carlisle as Ann Ware

Dorothy Stickney as Norma Watson

Gertrude Michael as Rita Ross

Jessie Ralph as Mrs. Helene Smith

Charles Middleton as Homer Boothby

Gail Patrick as Sadie Evans

Donald Meek as Dr. Saunders

Toby Wing as Nancy

Duke Ellington as Duke Ellington

Wanda Perry as Earl Carroll Girl (uncredited)

Lucille Ball as Earl Carroll Girl (uncredited)

Ann Sheridan as Lou - Earl Carroll Girl (uncredited)

Alan Ladd as Chorus Boy (uncredited)

Lona Andre as Lona - Earl Carroll Girl (uncredited)

William Arnold as Treasurer (uncredited)

Betty Bethune as Fat Chairwoman (uncredited)

Stanley Blystone as Policeman (uncredited)

Virginia Davis as Earl Carroll Girl (uncredited)

Dorothy Dawes as Earl Carroll Girl (uncredited)

Barbara Fritchie as Earl Carroll Girl (uncredited)

Gwenllian Gill as

Mary Gordon as Assistant Wardrobe Woman (uncredited)

Mildred Gover as Pearl (uncredited)

Beatrice Hagen as

Ruth Hilliard as Earl Carroll Girl (uncredited)

Otto Hoffman as Walsh (uncredited)

Iris Lancaster as

Charles McAvoy as Ben (uncredited)

Howard M. Mitchell as Detective (uncredited)

Juanita Moore as Black Dancer in Ebony Rhapsody (uncredited)

Dave O'Brien as Chorus Boy (uncredited)

Dennis O'Keefe as Chorus Boy (uncredited)

Laurie Shevlin as Earl Carroll Girl (uncredited)

Teru Shimada as Koto (uncredited)

Gwynne Shipman as Earl Carroll Girl (uncredited)

Frank Sully as Chorus Boy (uncredited)

Colin Tapley as Stage Manager (uncredited)

Beryl Wallace as Beryl - Earl Carroll Girl (uncredited)

Cecil Weston as Miss Bernstein (uncredited)

Vivian Wilson as Earl Carroll Girl (uncredited)

Duke Ellington Orchestra as Duke Ellington's Orchestra

Ernestine Anderson as Earl Carroll Girl (uncredited)

Lucille Battle as Black Dancer in Ebony Rhapsody (uncredited)

Mildred Boyd as Black Dancer in Ebony Rhapsody

Lenora Brown as Black Dancer in Ebony Rhapsody

Marion Callahan as Earl Carroll Girl (uncredited)

Nancy Caswell as Earl Carroll Girl (uncredited)

Marguerite Caverley as Earl Carroll Girl (uncredited)

Juanita Clay as Earl Carroll Girl (uncredited)

Paige Crane as Earl Carroll Girl (uncredited)

Roy Crane as Assistant Stage Manager (uncredited)

Helen Curtis as Earl Carroll Girl (uncredited)

Mae Digges as Black Dancer in Ebony Rhapsody (uncredited)

Mike Donovan as Police Sergeant (uncredited)

Winnie Flint as Earl Carroll Girl (uncredited)

Mary Flynn as Gwen - Earl Carroll Girl (uncredited)

Norah Gale as Earl Carroll Girl (uncredited)

Zumetta Garnett as Earl Carroll Girl (uncredited)

Catherine Grayson as Black Dancer in Ebony Rhapsody (uncredited)

Cleo Herndon as Black Dancer in Ebony Rhapsody (uncredited)

Shep Houghton as Chorus Boy (uncredited)

Inez Howard as Earl Carroll Girl (uncredited)

Billie Huber as Earl Carroll Girl (uncredited)

Diane Hunter as Earl Carroll Girl (uncredited)

Patsy Hunter as Black Dancer in Ebony Rhapsody (uncredited)

Constance Jordan as Earl Carroll Girl (uncredited)

Evelyn Kelly as Earl Carroll Girl (uncredited)

Alyce Key as Black Dancer in Ebony Rhapsody (uncredited)

The King's Men as Lovely One Quartet (uncredited)

Patsy King as Earl Carroll Girl (uncredited)

Mitchell Leisen as Orchestra Leader (uncredited)

Rosalie Lincoln as Black Dancer in Ebony Rhapsody (uncredited)

Blanche McDonald as Earl Carroll Girl (uncredited)

Leda Nicova as Earl Carroll Girl (uncredited)

Ted Oliver as Murdock's Chauffeur (uncredited)

Esther Pressman as Earl Carroll Girl (uncredited)

Arthur Rankin as Assistant Treasurer (uncredited)

Hazel Reese as Black Dancer in Ebony Rhapsody (uncredited)

Rita Rober as Earl Carroll Girl (uncredited)

Ruth Scott as Black Dancer in Ebony Rhapsody (uncredited)

Honey Smith as Chorus Girl (uncredited)

Carolynne Snowden as Black Dancer in Ebony Rhapsody (uncredited)

Anya Taranda as Earl Carroll Girl (uncredited)

Frances Turham as Black Dancer in Ebony Rhapsody (uncredited)

Flora Washington as Black Dancer in Ebony Rhapsody (uncredited)

Dorothy White as Earl Carroll Girl (uncredited)

Dot Williams as Black Dancer in Ebony Rhapsody (uncredited)

Gladys Young as Earl Carroll Girl (uncredited)

Hal Greene as Call Boy (uncredited)