Carl Brisson

Eric Lander

Victor McLaglen

Bill Murdock

Jack Oakie

Jack Ellery

Kitty Carlisle

Ann Ware

Dorothy Stickney

Norma Watson

Gertrude Michael

Rita Ross

Jessie Ralph

Mrs. Helene Smith

Charles Middleton

Homer Boothby

Gail Patrick

Sadie Evans

Donald Meek

Dr. Saunders

Toby Wing

Nancy

Duke Ellington

Duke Ellington

Wanda Perry

Earl Carroll Girl (uncredited)

Lucille Ball

Earl Carroll Girl (uncredited)

Ann Sheridan

Lou - Earl Carroll Girl (uncredited)

Alan Ladd

Chorus Boy (uncredited)

Lona Andre

Lona - Earl Carroll Girl (uncredited)

Stanley Blystone

Policeman (uncredited)

Virginia Davis

Earl Carroll Girl (uncredited)

Mary Gordon

Assistant Wardrobe Woman (uncredited)

Beatrice Hagen

Ruth Hilliard

Earl Carroll Girl (uncredited)

Otto Hoffman

Walsh (uncredited)

Iris Lancaster

Howard M. Mitchell

Detective (uncredited)

Juanita Moore

Black Dancer in Ebony Rhapsody (uncredited)

Dave O'Brien

Chorus Boy (uncredited)

Dennis O'Keefe

Chorus Boy (uncredited)

Laurie Shevlin

Earl Carroll Girl (uncredited)

Teru Shimada

Koto (uncredited)

Frank Sully

Chorus Boy (uncredited)

Colin Tapley

Stage Manager (uncredited)

Beryl Wallace

Beryl - Earl Carroll Girl (uncredited)

Nancy Caswell

Earl Carroll Girl (uncredited)

Shep Houghton

Chorus Boy (uncredited)

Diane Hunter

Earl Carroll Girl (uncredited)

Patsy King

Earl Carroll Girl (uncredited)

Mitchell Leisen

Orchestra Leader (uncredited)

Arthur Rankin

Assistant Treasurer (uncredited)

Anya Taranda

Earl Carroll Girl (uncredited)

Gladys Young

Earl Carroll Girl (uncredited)