James Stewart

Character: Gilbert Young

Judy Garland

Character: Susan Gallagher

Hedy Lamarr

Character: Sandra Kolter

Lana Turner

Character: Sheila Regan

Tony Martin

Character: Frank Merton

Jackie Cooper

Character: Jerry Regan

Ian Hunter

Character: Geoffrey Collis

Charles Winninger

Character: 'Pop' Gallagher

Edward Everett Horton

Character: Noble Sage

Philip Dorn

Character: Franz Kolter

Paul Kelly

Character: John Slayton

Eve Arden

Character: Patsy Dixon

Dan Dailey

Character: Jimmy Walters

Al Shean

Character: Al

Fay Holden

Character: Mrs. Regan

Felix Bressart

Character: Mischa

Rose Hobart

Character: Mrs. Merton

Bernard Nedell

Character: Nick Capalini

Ed McNamara

Character: Mr. Regan

Mae Busch

Character: Jenny

Renie Riano

Character: Annie

Josephine Whittell

Character: Perkins

Sergio Orta

Character: Native Dancer

John Alban

Character: Restaurant Patron (uncredited)

Jimmy Ames

Character: Man with Wife in Front Row (uncredited)

Roscoe Ates

Character: Janitor Changing Pictures (uncredited)

King Baggot

Character: Man in Audience (uncredited)

Joan Barclay

Character: Actress in Slayton's Office (uncredited)

Harriet Bennett

Character: Ziegfeld Girl (uncredited)

Nina Bissell

Character: Ziegfeld Girl (uncredited)

Tex Brodus

Character: Chorus Boy (uncredited)

Leslie Brooks

Character: Ziegfeld Girl (uncredited)

Georgia Carroll

Character: Ziegfeld Girl (uncredited)

Joyce Compton

Character: Miss Sawyer, Auditioning Showgirl (uncredited)

James Conaty

Character: Man in Audience (uncredited)

Virginia Cruzon

Character: Ziegfeld Girl (uncredited)

Frances Curry

Character: Maid (uncredited)

Patricia Dane

Character: Ziegfeld Girl (uncredited)

Bill Days

Character: Singer in "Whispering" Number (uncredited)

Myrna Dell

Character: Ziegfeld Girl (uncredited)

Antonio 'el Bailarín'

Character: Specialty Dancer (uncredited)

James Flavin

Character: Buck (uncredited)

Bess Flowers

Character: Palm Beach Casino Patron (uncredited)

Frances Gladwin

Character: Ziegfeld Girl (uncredited)

Reed Hadley

Character: Geoffrey's Friend in Audience (uncredited)

Beatrice Hagen

Character: Ziegfeld Girl (uncredited)

Eddie Hall

Character: Stagehand Calling for Mr. Kolter (uncredited)

Al Hill

Character: Truck Driver (uncredited)

Shep Houghton

Character: Chorus Boy (uncredited)

Dorothy Hoyle

Character: Singer in "Ziegfeld Girls" Number (uncredited)

Claire James

Character: Ziegfeld Girl (uncredited)

Armand Kaliz

Character: Pierre, Headwaiter (uncredited)

Alva Kellogg

Character: Soloist in "Minnie from Trinidad" Number (uncredited)

Colin Kenny

Character: Croupier (uncredited)

Donald Kirke

Character: Playboy Dating Sheila (uncredited)

Louise La Planche

Character: Ziegfeld Girl (uncredited)

Lois Lindsay

Character: Dancer (uncredited)

George Lloyd

Character: George, Speakeasy Waiter (uncredited)

Tom Mahoney

Character: Jailer (uncredited)

Madeline Martin

Character: Ziegfeld Girl (uncredited)

Vivian Mason

Character: Ziegfeld Girl (uncredited)

Bert Moorhouse

Character: Palm Beach Casino Patron (uncredited)

Philip Morris

Character: Truck Driver (uncredited)

George Noisom

Character: Call Boy (uncredited)

Barry Norton

Character: Palm Beach Casino Patron (uncredited)

Anne O'Neal

Character: Lady in Elevator (uncredited)

Rose Paidar

Character: Singer in "Ziegfeld Girls" Number (uncredited)

Helen Patterson

Character: Singer in "Ziegfeld Girls" Number (uncredited)

Ginger Pearson

Character: Salesgirl (uncredited)

Rebel Randall

Character: Ziegfeld Girl (uncredited)

John Rarig

Character: Singer in "Whispering" Number (uncredited)

Virginia Rees

Character: Singer in "Ziegfeld Girls" Number (uncredited)

Rosario

Character: Specialty Dancer (uncredited)

Fred Santley

Character: Floor Manager (uncredited)

Helen Seamon

Character: Dancer (uncredited)

Max Smith

Character: Singer in "Whispering" Number (uncredited)

Christine Stafford

Character: Singer in "Ziegfeld Girls" Number (uncredited)

Larry Steers

Character: Theater Patron Watching Finale (uncredited)

Eva Stivers

Character: Ziegfeld Girl (uncredited)

Amzie Strickland

Character: Ziegfeld Girl (uncredited)

Elliott Sullivan

Character: Truck Driver (uncredited)

Anya Taranda

Character: Ziegfeld Girl (uncredited)

Ray Teal

Character: Pawnbroker (uncredited)

Ruth Tobey

Character: Betty Regan (uncredited)

Dorothy Tuttle

Character: Ziegfeld Girl (uncredited)

Betty Van Allen

Character: Singer in "Ziegfeld Girls" Number (uncredited)

Victoria Vinton

Character: Ziegfeld Girl (uncredited)

Jean Wallace

Character: Ziegfeld Girl (uncredited)

Gayne Whitman

Character: Ted, Box Office Attendant (uncredited)

Irma Wilson

Character: Ziegfeld Girl (uncredited)

Katherine Yorke

Character: Ziegfeld Girl (uncredited)