Stuart Erwin as Amos Dodd

Patsy Kelly as Bessie Winters

Jack Haley as Slug Winters

Johnny Downs as Chip Carson

Betty Grable as Laura Watson

Arline Judge as Sally Saxon

Dixie Dunbar as Ginger Jones

Judy Garland as Sairy Dodd

Tony Martin as Tommy Barker

James V. Kern as The Yacht Club Boys

Charles Adler as The Yacht Club Boys

Billy Mann as The Yacht Club Boys

George Kelly as The Yacht Club Boys

Fred Kohler Jr. as Biff Bentley

Grady Sutton as Mortimer Higgins

Elisha Cook Jr. as Herbert Van Dyke

Edward Nugent as Sparks

Julius Tannen as Dr. Burke

Pat Flaherty as Referee (uncredited)

June Gale as Student (uncredited)

Lynn Bari as Football Game Spectator (uncredited)

Alan Ladd as Student (uncredited)