Ann Miller
as Nadine Hale
Judy Garland
as Hannah Brown
Fred Astaire
as Don Hewes
Peter Lawford
as Jonathan Harrow III
Jules Munshin
as François
Clinton Sundberg
as Mike the Bartender
Richard Beavers
as Singer
Jeni Le Gon
as Essie, Nadine's Maid (uncredited)
Dick Simmons
as Ziegfeld Aide (uncredited)
Jimmy Bates
as Boy (uncredited)