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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
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
Jerry Jerome
Adia Kuznetzoff
Boris (uncredited)
Lillian Lawrence
Spinster (uncredited)
Alexander Leftwich
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
June Preston
Little Blonde Girl Dancing (uncredited)
Fred Rapport
Headwaiter (uncredited)
Les Robinson
Charles Smith
College Boy with Zinc Oxide on His Nose (uncredited)
Mary Stewart
Dancer / Singer (uncredited)
Leonard Sues
Edward Thomas
Michael Visaroff
Sergei (uncredited)
George Wendt
Poppy Wilde
Night Club Patron (uncredited)
Allen Wood
Messenger (uncredited)
Boris Morros
Producer
H. C. Potter
Director
Theodor Sparkuhl
Director of Photography
Ian McLellan Hunter
Screenplay
Frank Cavett
Story
Elaine Ryan
Choreographer
Howard Bristol
Set Dresser
Boris Leven
Art Direction
Fred R. Feitshans Jr.
Assistant Editor
Edward Paul
Assistant Music Supervisor
Jack Dennis
Editor
William A. Wilmarth
Sound Recordist
Helen Taylor
Wardrobe Designer
Music
Robert Stillman
Associate Producer
Joseph H. Nadel
Production Manager
Assistant Director
Edward Montagne
Johnny Mercer
Lyricist
Ben Hecht
Writer
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