Fred Astaire

Tom Bowen

Jane Powell

Ellen Bowen

Peter Lawford

Lord John Brindale

Sarah Churchill

Anne Ashmond

Keenan Wynn

Irving Klinger / Edgar Klinger

Albert Sharpe

James Ashmond

Henri Letondal

Purser (uncredited)

Viola Roache

Sarah

Bess Flowers

Backstage guest (uncredited)

Mae Clarke

Telephone Operator #1 (uncredited)

James Finlayson

Cabby (uncredited)

Frank McLure

Information Clerk at Dock (uncredited)

Bert Stevens

Military Officer on Street (uncredited)

Andre Charisse

Steward (uncredited)

Richard Lupino

Singing Elevator Boy (uncredited)