Fred Astaire

Tony Hunter

Cyd Charisse

Gabrielle Gerard

Oscar Levant

Lester Marton

Nanette Fabray

Lily Marton

Jack Buchanan

Jeffrey Cordova

James Mitchell

Paul Byrd

Robert Gist

Hal

Ava Gardner

Ava Gardner (uncredited)

Don Beddoe

Producer (uncredited)

Henry Corden

Orchestra Leader (uncredited)

Steve Forrest

Passenger on Train (uncredited)

Bess Flowers

Train Passenger (uncredited)

Douglas Fowley

Auctioneer (uncredited)

Thurston Hall

Colonel Tripp (uncredited)