Fred Astaire
Fred Atwell (Fred Burton)

Joan Leslie
Joan Manion

Robert Benchley
Philip 'Phil' Harriman

Robert Ryan
Reginald Fenton

Elizabeth Patterson
Mrs. Fisher

Marjorie Gateson
Canteen Hostess

Freddie Slack
Freddie Slack - Leader of His Orchestra

Bobby Barber
Canteen Waiter (uncredited)

Eric Blore
Jackson - Phil's Butler (uncredited)

Neil Hamilton
Navy Officer on Train (uncredited)

Olin Howland
Driver (uncredited)

Paul Hurst
Dock Foreman (uncredited)

Clarence Kolb
Harvey J. Sloan (uncredited)

Peter Lawford
Naval Commander (uncredited)

Frank McLure
Officer at Dinner (uncredited)

Clarence Muse
Colonial Club Doorman (uncredited)

Amelita Ward
Southern Girl (uncredited)

Anne G. Sterling
Woman in Canteen

Ella Mae Morse
Singer (uncredited)

Jack Carr
Customer