Warner Baxter
Julian Marsh
Bebe Daniels
Dorothy Brock
George Brent
Pat Denning
Ruby Keeler
Peggy Sawyer
Guy Kibbee
Abner Dillon
Una Merkel
Lorraine Fleming
Ginger Rogers
Ann Lowell
Ned Sparks
Thomas Barry
Dick Powell
Billy Lawler
Allen Jenkins
Mac Elroy
Edward Nugent
Terry
Robert McWade
Jones
George E. Stone
Andy Lee
Toby Wing
Partner in "Young & Healthy" Number (uncredited)
Louise Beavers
Pansy (uncredited)
Charles Lane
Playwright (uncredited)
Wallis Clark
Dr. Chadwick (uncredited)
Tom Kennedy
Slim Murphy (uncredited)
Harry Akst
Jerry (uncredited)
George Irving
Hotel Doctor (uncredited)
Clarence Nordstrum
Groom in "Shuffle Off To Buffalo" Number (uncredited)
Jack La Rue
Thug (uncredited)
Henry B. Walthall
Stage Actor (uncredited)
Jayne Shadduck
Chorus Girl (uncredited)
Lyle Talbot
Geoffrey Warning (voice) (uncredited)
Dorothy Coonan Wellman
Chorus Girl (uncredited)
Dennis O'Keefe
Chorus Boy (uncredited)
Milton Kibbee
News Spreader (uncredited)
Lloyd Bacon
Director
Bradford Ropes
Novel
Rian James
Screenplay
James Seymour
Screenplay
Sol Polito
Director of Photography
Thomas Pratt
Editor
Frank Ware
Editor
Al Dubin
Original Music Composer
Harry Warren
Original Music Composer
Orry-Kelly
Costume Design
Busby Berkeley
Choreographer
Jack Okey
Art Direction
Harry Warren
Lyricist
Al Dubin
Lyricist
Leo F. Forbstein
Conductor
Busby Berkeley
Director