Kathryn Grayson
Magnolia Hawks
Ava Gardner
Julie LaVerne
Howard Keel
Gaylord Ravenal
Joe E. Brown
Cap'n Andy Hawks
Marge Champion
Ellie May Shipley
Gower Champion
Frank Schultz
Robert Sterling
Steven Baker
Agnes Moorehead
Parthy Hawks
Leif Erickson
Pete
William Warfield
Joe
Linda Christian
Chorus Girl (uncredited)
Bess Flowers
Racetrack spectator (uncredited)
Adele Jergens
Cameo McQueen (uncredited)
Anna Q. Nilsson
Seamstress (uncredited)
Bert Roach
Drunk (uncredited)
Regis Toomey
Sheriff Ike Vallon (uncredited)
Dorothy Tuttle
Dancer (uncredited)
Chick Chandler
Trocadero Stage Assistant (uncredited)
Roy Damron
Chorus Boy (uncredited)
Norman Leavitt
George the Calliope Player (uncredited)
Louis Mercier
Dabney - Poker Player (uncredited)
Emory Parnell
Jake Green (uncredited)
Frank Wilcox
Gambler Mark Hallson (uncredited)
Cedric Gibbons
Art Direction
Jack Martin Smith
Art Direction
John D. Dunning
Editor
Edwin B. Willis
Set Decoration
Walter Plunkett
Costume Design
Warren Newcombe
Special Effects
William Tuttle
Makeup Designer
Douglas Shearer
Recording Supervision
Sydney Guilaroff
Hair Designer
George Sidney
Director
Jerome Kern
Theatre Play
John Lee Mahin
Screenplay
Oscar Hammerstein II
Theatre Play
Edna Ferber
Novel
Charles Rosher
Director of Photography
Arthur Freed
Producer
Jerome Kern
Songs
Oscar Hammerstein II
Lyricist
George Rhein
Assistant Director