Judy Garland

as Hannah Brown

Fred Astaire

as Don Hewes

Peter Lawford

as Jonathan Harrow III

Ann Miller

as Nadine Hale

Jules Munshin

as François

Clinton Sundberg

as Mike

Richard Beavers

as Singer ("The Girl on the Magazine Cover")

Lola Albright

as Hat Model / Showgirl (uncredited)

Shirley Ballard

as Showgirl (uncredited)

Edward Biby

as Audience Member (uncredited)

June Gale

as Minor Role (uncredited)

Joi Lansing

as Hat Model / Showgirl (uncredited)

Robert Emmett O'Connor

as Policeman (uncredited)

Sam Harris

as Backstage Well-Wisher / Diner at Rooftop Show (uncredited)

Harold Miller

as Diner in Restaurant (uncredited)

Jeni Le Gon

as Essie (uncredited)

Sara Shane

as Showgirl (uncredited)

John Albright

as Western Union Messenger (uncredited)

Don Anderson

as Passerby on Street (uncredited)

Norman S. Barker

as Trombone player in bar (uncredited)

Jimmy Bates

as Boy (uncredited)

Virginia Bates

as Model (uncredited)

Hal Bell

as Dancer (uncredited)

Margaret Bert

as Florist (uncredited)

Lulu Mae Bohrman

as Restaurant Patron (uncredited)

Ralph Brooks

as Diner at Rooftop Show (uncredited)

Rosalee Calvert

as Model (uncredited)

James Carlisle

as Restaurant Patron (uncredited)

Peter Chong

as Sam - Don's Valet (uncredited)

James Conaty

as Passerby on Street (uncredited)

Jack Deery

as Restaurant Patron (uncredited)

Dante DiPaolo

as Dancer (uncredited)

Jimmie Dodd

as Cabby (uncredited)

Dolores Donlon

as Showgirl (uncredited)

Patricia Edwards

as Showgirl (uncredited)

Charles Fogel

as Pedestrian (uncredited)

J.C. Fowler

as Pedestrian (uncredited)

Harry Fox

as Desk Clerk (uncredited)

Joel Friend

as Dancer (uncredited)

Sig Frohlich

as Callboy (uncredited)

Robert Haines

as Waiter at Rooftop Restaurant (uncredited)

Ruth Hall

as Showgirl (uncredited)

Sam Harris

as Backstage Well-Wisher/Diner at Rooftop Show (uncredited)

Helene Heigh

as Hat Shop Owner (uncredited)

Shep Houghton

as Restaurant Patron (uncredited)

Marjorie Jackson

as Showgirl (uncredited)

Patricia Jackson

as Dancer (uncredited)

Bob Jellison

as Drugstore Patron (uncredited)

Doris Kemper

as Anna - Backstage Maid (uncredited)

Gail Langford

as Showgirl (uncredited)

Joi Lansing

as Hat Model/Showgirl (uncredited)

Jeni Le Gon

as Essie, Nadine's Maid (uncredited)

Nolan Leary

as Drugstore Clerk (uncredited)

Dale Lefler

as Dancer (uncredited)

Max Linder

as Audience Member (uncredited)

King Lockwood

as Restaurant Patron (uncredited)

Leota Lorraine

as Audience Member (uncredited)

Laura Mason

as Twin Showgirl (uncredited)

Matt Mattox

as Dancer (uncredited)

Bert May

as Dancer (uncredited)

Frank Mayo

as Headwaiter (uncredited)

Philo McCullough

as Diner at Rooftop Show (uncredited)

Howard M. Mitchell

as Drugstore Patron (uncredited)

Richard Neill

as Audience Member (uncredited)

George Noisom

as Western Union Messenger (uncredited)

Barry Norton

as Diner at Rooftop Show (uncredited)

Dick Paxton

as Western Union Messenger (uncredited)

Albert Pollet

as Waiter (uncredited)

Angi O. Poulos

as Peddler (uncredited)

Paul Power

as Restaurant Patron (uncredited)

Bobbie Priest

as Dancer (uncredited)

Jean Romer

as Twin Showgirl (uncredited)

Ralph Sanford

as Hotel Detective (uncredited)

Dick Simmons

as Al - Ziegfeld Aide (uncredited)

Bert Spencer

as Clerk (uncredited)

Harry Tenbrook

as Pedestrian (uncredited)

Aline Towne

as Salesgirl (uncredited)

Dee Turnell

as Dancer (uncredited)

Benay Venuta

as Bar Patron (uncredited)

Johnny Walsh

as Western Union Messenger (uncredited)

Wilson Wood

as Marty, Piano Player (uncredited)