Dick Powell character Billy Lawler
Ruby Keeler character Peggy
Warner Baxter character Julian Marsh
Bebe Daniels character Dorothy Brock
George Brent character Pat Denning
Guy Kibbee character Abner Dillon
Una Merkel character Lorraine Fleming
Ginger Rogers character Ann
Ned Sparks character Barry
Allen Jenkins character Mac Elroy
Edward Nugent character Terry
Robert McWade character Jones
George E. Stone character Andy Lee
Toby Wing character Partner in "Young & Healthy" Number (uncredited)
Louise Beavers character Pansy (uncredited)
Charles Lane character Playwright (uncredited)
Wallis Clark character Dr. Chadwick (uncredited)
Tom Kennedy character Slim Murphy (uncredited)
Harry Akst character Jerry (uncredited)
George Irving character Hotel Doctor (uncredited)
Clarence Nordstrum character Groom in "Shuffle Off To Buffalo" Number (uncredited)
Jack La Rue character Thug (uncredited)
Henry B. Walthall character Stage Actor (uncredited)
Jayne Shadduck character Chorus Girl (uncredited)
Lyle Talbot character Geoffrey Warning (voice) (uncredited)
Dorothy Coonan Wellman character Chorus Girl (uncredited)
Dennis O'Keefe character Chorus Boy (uncredited)
