James Stewart

Gilbert Young

Judy Garland

Susan Gallagher

Hedy Lamarr

Sandra Kolter

Lana Turner

Sheila Regan

Tony Martin

Frank Merton

Jackie Cooper

Jerry Regan

Ian Hunter

Geoffrey Collis

Charles Winninger

'Pop' Gallagher

Edward Everett Horton

Noble Sage

Philip Dorn

Franz Kolter

Paul Kelly

John Slayton

Eve Arden

Patsy Dixon

Dan Dailey

Jimmy Walters

Al Shean

Al

Fay Holden

Mrs. Regan

Felix Bressart

Mischa

Rose Hobart

Mrs. Merton

Bernard Nedell

Nick Capalini

Ed McNamara

Mr. Regan

Mae Busch

Jenny

Renie Riano

Annie

Josephine Whittell

Perkins

Sergio Orta

Native Dancer

Roscoe Ates

Janitor Changing Pictures (uncredited)

King Baggot

Man in Audience (uncredited)

Joan Barclay

Actress in Slayton's Office (uncredited)

Leslie Brooks

Ziegfeld Girl (uncredited)

Joyce Compton

Miss Sawyer, Auditioning Showgirl (uncredited)

Patricia Dane

Ziegfeld Girl (uncredited)

Myrna Dell

Ziegfeld Girl (uncredited)

Antonio 'el Bailarín'

Specialty Dancer (uncredited)

James Flavin

Buck (uncredited)

Bess Flowers

Palm Beach Casino Patron (uncredited)

Frances Gladwin

Ziegfeld Girl (uncredited)

Reed Hadley

Geoffrey's Friend in Audience (uncredited)

Beatrice Hagen

Ziegfeld Girl (uncredited)

Eddie Hall

Stagehand Calling for Mr. Kolter (uncredited)

Al Hill

Truck Driver (uncredited)

Shep Houghton

Chorus Boy (uncredited)

Claire James

Ziegfeld Girl (uncredited)

Armand Kaliz

Pierre, Headwaiter (uncredited)

Colin Kenny

Croupier (uncredited)

Donald Kirke

Playboy Dating Sheila (uncredited)

George Lloyd

George, Speakeasy Waiter (uncredited)

Barry Norton

Palm Beach Casino Patron (uncredited)

Rebel Randall

Ziegfeld Girl (uncredited)

Fred Santley

Floor Manager (uncredited)

Larry Steers

Theater Patron Watching Finale (uncredited)

Amzie Strickland

Ziegfeld Girl (uncredited)

Elliott Sullivan

Truck Driver (uncredited)

Anya Taranda

Ziegfeld Girl (uncredited)

Ray Teal

Pawnbroker (uncredited)

Ruth Tobey

Betty Regan (uncredited)

Victoria Vinton

Ziegfeld Girl (uncredited)

Jean Wallace

Ziegfeld Girl (uncredited)

Gayne Whitman

Ted, Box Office Attendant (uncredited)