Dick Powell

Dick "Canary" Dorcy

Ruby Keeler

Kathleen "Kit" Fitts

Pat O'Brien

"Scrapper" Thornhhill

Ross Alexander

Oskie Berry

John Arledge

Spike Dukowe

John Eldredge

Robert Biddle

Henry O'Neill

Gen. John "Jack" Brent Fitts

Guinn 'Big Boy' Williams

Sleepy

John Darrow

Chase

Glen Boles

Eight Ball

Carlyle Blackwell Jr.

Cadet (uncredited)

Maude Turner Gordon

Dowager at Show (uncredited)

Virginia Grey

Chorus Girl (uncredited)

Beatrice Hagen

Chorus Girl (uncredited)

Shep Houghton

Cadet (uncredited)

Frances Lee

Blonde (uncredited)

Barbara Leonard

Chorus Girl (uncredited)

Tyrone Power

Cadet (uncredited)

Mary Russell

Girl (uncredited)

Victoria Vinton

Chorus Girl (uncredited)

Dick Winslow

Cadet (uncredited)

Gloria Winters

Chorus Girl (uncredited)