Nelson Eddy

as Dick Thorpe

Eleanor Powell

as Princess Rosalie Romanikov

Frank Morgan

as King Fredrick Romanikov

Edna May Oliver

as Queen of Romanza

Ray Bolger

as Bill Delroy

Ilona Massey

as Brenda

Billy Gilbert

as Oloff

Reginald Owen

as Chancellor

Tom Rutherford

as Prince Paul

Clay Clement

as Captain Banner

Virginia Grey

as Mary Callahan

George Zucco

as General Maroff

Oscar O'Shea

as Mr. Callahan

Jerry Colonna

as Joseph

Janet Beecher

as Miss Baker

William Demarest

as Army Coach

Kay Aldridge

as Lady in Waiting (uncredited)

Roy Barcroft

as Conspirator (uncredited)

Lane Chandler

as Army Assistant Football Coach (uncredited)

Tommy Bond

as Mickey (uncredited)

Purnell Pratt

as Ship Captain (uncredited)

Wanda Perry

as Girl (uncredited)