Fred Astaire (Don Hewes),
Judy Garland (Hannah Brown),
John Albright (Western Union Messenger (uncredited)),
Lola Albright (Hat Model / Showgirl (uncredited)),
Don Anderson (Passerby on Street (uncredited)),
Shirley Ballard (Showgirl (uncredited)),
Richard Beavers (Singer ("The Girl on the Magazine Cover")),
Edward Biby (Audience Member (uncredited)),
June Gale (Minor Role (uncredited)),
Sam Harris (Backstage Well-Wisher / Diner at Rooftop Show (uncredited)),
Joi Lansing (Hat Model / Showgirl (uncredited)),
Peter Lawford (Jonathan Harrow III),
Jeni Le Gon (Essie (uncredited)),
Ann Miller (Nadine Hale),
Harold Miller (Diner in Restaurant (uncredited)),
Jules Munshin (François),
Robert Emmett O'Connor (Policeman (uncredited)),
Sara Shane (Showgirl (uncredited)),
Clinton Sundberg (Mike), Norman S. Barker (Trombone player in bar (uncredited))