Jack Benny
Mac Brewster
Ida Lupino
Paula Sewell
Richard Arlen
Alan Townsend
Gail Patrick
Cynthia Wentworth
Ben Blue
Jupiter Pluvius
Judy Canova
Toots
Charles Adler
Yacht Club Boys Member
James V. Kern
Yacht Club Boys Member
George Kelly
Yacht Club Boys Member
Billy Mann
Yacht Club Boys Member
Cecil Cunningham
Stella
Donald Meek
Dr. Zimmer
Hedda Hopper
Mrs. Townsend
Anne Canova
Specialty
Martha Raye
Specialty
Zeke Canova
Specialty
Andre Kostelanetz
Orchestra Conductor
Russell Patterson
Self
Louis Armstrong
Self
Connee Boswell
Self
Peter Arno
Self
McClelland Barclay
Self
Arthur William Brown
Self
Rube Goldberg
Self
John LaGatta
Self
Sandra Storme
Model
Dale Armstrong
1st Announcer (uncredited)
Art Baker
2nd Announcer (uncredited)
Jerry Bergen
Bartender (uncredited)
Alan Birmingham
Craig Sheldon (uncredited)
Virginia Brissac
Seamstress (uncredited)
Ethel Clayton
Seamtress (uncredited)
Elsa Connor
Stenographer (uncredited)
Virginia Dabney
Seamtress (uncredited)
Jack Daley
Jack (voice) (uncredited)
Betty Dotson
Girl (uncredited)
Edward Earle
Flunky (uncredited)
Gail Goodson
Girl (uncredited)
Deanie Gordon
Dancer (uncredited)
Madelon Grey
Marjorie (uncredited)
Carl Harbaugh
King (uncredited)
Harry Hayden
Early (uncredited)
Dell Henderson
Lord (uncredited)
Howard Hickman
Mr. Currie (uncredited)
Jerry Jerome
G-Man (uncredited)
Harry C. Johnson
Juggler (uncredited)
Kathryn Kay
Lois (uncredited)
Bernie Lamont
G-Man (uncredited)
Bert LeBaron
G-Man (uncredited)
Nick Lukats
Photographer (uncredited)
John Marshall
John (uncredited)
Alphonse Martell
Waiter (uncredited)
Jack McAfee
Dog and Horse Act Member (uncredited)
Rex Moore
Attendant (uncredited)
David Newell
Romeo (uncredited)
Alexander Pollard
Waiter (uncredited)
'Little Billy' Rhodes
King (uncredited)
David Robel
Accordionist (uncredited)
Antrim Short
Waiter (uncredited)
Reginald Simpson
G-Man (uncredited)
John Graham Spacey
Englishman (uncredited)
Jack Starry
Cycling Star (uncredited)
Jane Weir
Ms. Gordon (uncredited)
Gloria Williams
Woman (uncredited)
Don Wilson
Radio Speaker (voice) (uncredited)
Gloria Youngblood
Girl (uncredited)
Raoul Walsh
Director
Francis Martin
Screenplay
Harlan Ware
Adaptation
A. E. Freudeman
Set Decoration
Victor Young
Music Arranger
Eugene Thackrey
Story
Keene Thompson
Additional Writing
Russel Crouse
Additional Writing
William LeBaron
Executive Producer
Phil Boutelje
Other
Edmund Beloin
Additional Dialogue
Howard Lindsay
Additional Writing
Lewis E. Gensler
Additional Writing
William Morrow
Additional Dialogue
Sig Herzig
Story
Eve Greene
Adaptation
Walter DeLeon
Screenplay
Harold Arlen
Songs
Burton Lane
Songs
Leo Robin
Lyricist
Victor Young
Songs
Ted Koehler
Lyricist
Friedrich Hollaender
Songs
Lewis E. Gensler
Producer
Ellsworth Hoagland
Editor
Hans Dreier
Art Direction
Victor Milner
Director of Photography
Alma Macrorie
Editor
Robert Usher
Art Direction
Harold Lewis
Sound Recordist
Gordon Jennings
Special Effects
Boris Morros
Music Director
Travis Banton
Costume Design
Louis Mesenkop
Sound Recordist