Fred Astaire
Fred Atwell (Fred Burton)
Joan Leslie
Joan Manion
Robert Benchley
Philip 'Phil' Harriman
Robert Ryan
Reginald Fenton
Elizabeth Patterson
Mrs. Fisher
Marjorie Gateson
Canteen Hostess
Freddie Slack
Freddie Slack - Leader of His Orchestra
Bobby Barber
Canteen Waiter (uncredited)
Eric Blore
Jackson - Phil's Butler (uncredited)
Neil Hamilton
Navy Officer on Train (uncredited)
Olin Howland
Driver (uncredited)
Paul Hurst
Dock Foreman (uncredited)
Clarence Kolb
Harvey J. Sloan (uncredited)
Peter Lawford
Naval Commander (uncredited)
Frank McLure
Officer at Dinner (uncredited)
Clarence Muse
Colonial Club Doorman (uncredited)
Amelita Ward
Southern Girl (uncredited)
Anne G. Sterling
Woman in Canteen
Ella Mae Morse
Singer (uncredited)
Jack Carr
Customer
Edna Harris
Salesgirl (uncredited)