Dick Powell as Dick "Canary" Dorcy

Ruby Keeler as Kathleen "Kit" Fitts

Pat O'Brien as "Scrapper" Thornhhill

Ross Alexander as Oskie Berry

John Arledge as Spike Dukowe

John Eldredge as Robert Biddle

Henry O'Neill as Gen. John "Jack" Brent Fitts

Guinn 'Big Boy' Williams as Sleepy

Frederick Burton as Landacre

John Darrow as Chase

Glen Boles as Eight Ball

Carlyle Blackwell Jr. as Cadet (uncredited)

Diane Bourget as Chorus Girl (uncredited)

Sol Bright as Native Leader (uncredited)

Margaret Carthew as Chorus Girl (uncredited)

Diane Cook as Chorus Girl (uncredited)

Joe Cummins as Cadet (uncredited)

Frank Dawson as Fitts' Butler (uncredited)

Ruth Eddings as Chorus Girl (uncredited)

Maude Turner Gordon as Dowager at Show (uncredited)

Virginia Grey as Chorus Girl (uncredited)

Beatrice Hagen as Chorus Girl (uncredited)

Sol Hoopii Jr. as Bandleader (uncredited)

Shep Houghton as Cadet (uncredited)

Avis Johnson as Redhead (uncredited)

Gertrude Keeler as Chorus Girl (uncredited)

Frances Lee as Blonde (uncredited)

Barbara Leonard as Chorus Girl (uncredited)

Timothy J. Lonergan as Superintendent (uncredited)

Elizabeth Pendleton as Chorus Girl (uncredited)

Tyrone Power as Cadet (uncredited)

Mary Russell as Girl (uncredited)

Victoria Vinton as Chorus Girl (uncredited)

Dick Winslow as Cadet (uncredited)

Gloria Winters as Chorus Girl (uncredited)