Second Chorus

Fred Astaire

Danny O'Neill

Paulette Goddard

Ellen Miller

Artie Shaw

Himself

Charles Butterworth

J. Lester Chisholm

Burgess Meredith

Hank Taylor

Frank Melton

Stu

Jimmy Conlin

Mr. Dunn

Don Brodie

Clerk

Marjorie Kane

Secretary

Joan Barclay

Receptionist

Willa Pearl Curtis

Scrubwoman

Phil Arnold

Shaw's First Manager (uncredited)

Bobby Barber

Room Service Waiter (uncredited)

Bus Bassey

Tenor Sax Player (uncredited)

William Benedict

Ticket Taker (uncredited)

Vernon Brown

Trombone Player (uncredited)

Billy Butterfield

Trumpet Player (uncredited)

Romaine Callender

Waiter (uncredited)

Jack Cathcart

Trumpet Player (uncredited)

Heinie Conklin

Reporter (uncredited)

Gordon De Main

Elevator Passenger (uncredited)

Jud De Naut

Bass Player (uncredited)

Nick Fatool

Drummer (uncredited)

Jack Gordon

Stagehand (uncredited)

Johnny Guarnieri

Piano Player (uncredited)

Ben Hall

Western Union Boy (uncredited)

Alton Hendrickson

Guitar Player (uncredited)

Jack Jenney

Trombone Player (uncredited)

Jerry Jerome

Tenor Sax Player (uncredited)

Adia Kuznetzoff

Boris (uncredited)

Lillian Lawrence

Spinster (uncredited)

Alexander Leftwich

Elevator Passenger (uncredited)

Ben Lessy

Shaw's Second Manager (uncredited)

Joseph Marievsky

Ivan (uncredited)

Charles R. Moore

Sam - Elevator Operator (uncredited)

Buddy Morrow

Musician (uncredited)

Spec O'Donnell

Disappointed Fan at Stage Door (uncredited)

Hermes Pan

College Clarinetist (uncredited)

Neely Plumb

Alto Sax Player (uncredited)

Albert Pollet

Waiter (uncredited)

June Preston

Little Blonde Girl Dancing (uncredited)

Fred Rapport

Headwaiter (uncredited)

Les Robinson

Alto Sax Player (uncredited)

Charles Smith

College Boy with Zinc Oxide on His Nose (uncredited)

Mary Stewart

Dancer / Singer (uncredited)

Leonard Sues

Trumpet Player (uncredited)

Edward Thomas

Waiter (uncredited)

Michael Visaroff

Sergei (uncredited)

George Wendt

Trumpet Player (uncredited)

Poppy Wilde

Night Club Patron (uncredited)

Allen Wood

Messenger (uncredited)

Frank Cavett

Story

Elaine Ryan

Screenplay

H. C. Potter

Director

Boris Morros

Producer

Ian McLellan Hunter

Screenplay

Theodor Sparkuhl

Director of Photography

Hermes Pan

Choreographer

Edward Montagne

Assistant Director

Boris Leven

Art Direction

William A. Wilmarth

Sound Recordist

Howard Bristol

Set Dresser

Johnny Mercer

Lyricist

Frank Cavett

Assistant Director

Jack Dennis

Editor

Edward Paul

Assistant Music Supervisor

Joseph H. Nadel

Production Manager

Fred R. Feitshans Jr.

Assistant Editor

Helen Taylor

Wardrobe Designer

Artie Shaw

Music

Robert Stillman

Associate Producer

Ben Hecht

Writer