Jane Witherspoon / Lou Ellen Carter
Sally Hessler
Marilyn Miller
Magnolia Hawks / Kathryn Grayson
James I. Hessler
Julie LaVerne / Lena Horne
Bandleader in Elite Club
Gaylord Ravenal / Tony Martin
Una Trance / Dinah Shore
Frank Sinatra
Jerome Kern
Dance Specialty
Charles Frohman
Oscar Hammerstein II
London Specialty
Victor Herbert
Dance Specialty / George Budd
Mrs. Muller
Ellie May Shipley / Virginia O'Brien
Eva Kern
Joe (segment "Show Boat")
Joe Hennessey
Sally Hessler as a Girl
Specialty (segment 'The Cat and the Fiddle') (uncredited)
Backstage Well-Wisher (uncredited)
Producer (uncredited)
Stage Door Johnny (uncredited)
Elite Club Diner (uncredited)
Ed (uncredited)
Showgirl (uncredited)
Show Boat Orchestra Drummer (uncredited)
Movie Studio Orchestra Conductor (uncredited)
Esther Williams - Signing Autographs (uncredited)
Frohman's Secretary (uncredited)
