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Cast

• George Raft
  as Tony West Hoofer
• Vera Zorina
  as Gloria Vance dancer
• George Macready
  as Walter Bruce
• Charles Grapewin
  as Nick West
• Charles Butterworth
  as Louie Fairweather
• Regis Toomey
  as Dr. Jim Henderson
• Grace McDonald
  as Kitty West
• Elizabeth Patterson
  as Annie
• Theodore von Eltz
  as William Barrett
• Ramsay Ames
  as Laura
• Martha O'Driscoll
  as Martha O'Driscoll
• Max 'Slapsie Maxie' Rosenbloom
  as Maxie Rosenbloom
• Sophie Tucker
  as Specialty
• Jeanette MacDonald
  as Herself
• Orson Welles
• Marlene Dietrich
  as Specialty
• Dinah Shore
  as Specialty
• Donald O'Connor
  as Guest
• Peggy Ryan
• W.C. Fields
  as Specialty
• The Andrews Sisters
• Artur Rubinstein
• Carmen Amaya
• The Delta Rhythm Boys
• Walter Abel
• Louise Allbritton
  as Guest
• Joel Allen
• Stanley Andrews
  as Australian Officer
• Evelyn Ankers
  as Guest
• Louise Beavers
• Noah Beery Jr.
• William Benedict
  as Joe a Soldier
• Lee Bennett Sobel
  as Acrobat
• Turhan Bey
  as Committeeman
• Linda Brent
• Nancy Brinckman
  as Telephone Operator
• Steve Brodie
  as Australian Pilot
• Charles D. Brown
  as Col. Starrett
• Nigel Bruce
• Lon Chaney Jr
• Lane Chandler
  as Ship's Officer
• Wallis Clark
  as HVC Committee Man
• Peter Coe
• Lois Collier
• Clyde Cook
  as Stooge
• Richard Crane
  as Marine Officer
• Alan Curtis
• Daisy the Dog
  as Fifi
• Leslie Denison
  as Reporter
• Andy Devine
• Ralph Dunn
  as Loomis
• George Eldredge
  as Submarine Officer
• William Forrest
  as Colonels
• Freddie Slack & His Orchestra
• Thomas Gomez
• Mack Gray
  as Lt. Reynolds
• Thurston Hall
• Tom Hanlon
  as Announcer
• Jackie Lou Harding
• Carey Harrison
• Howard Hickman
• Samuel S. Hinds
• Leyland Hodgson
  as Australian Reporter
• Gloria Jean
• Frank Jenks
  as Chick Doyle
• Elyse Knox
• Frank LaRue
  as Mailman
• Molly Lamont
  as Secretary
• Nelson Leigh
  as Bull Fiddler
• Doris Lloyd
  as Nurse
• Philo McCullough
• Maria Montez
  as Guest
• Dennis Moore
• Clarence Muse
• Dick Nelson
• Robert Paige
• Franklin Parker
• Grandon Rhodes
  as Guild Member
• Addison Richards
• Cyril Ring
  as Life Staffer
• Janet Shaw
• Gale Sondergaard
• Edwin Stanley
  as Film Director
• Nick Stewart [Nicodemus]
  as Lt. Reynolds USAF
• Walter Tetley
• Luis Torres
• Emmett Vogan
• Anthony Warde
• Billy Wayne
• Steve Wayne
• Frank Wilcox
  as Army Doctor
• Jan Wiley
  as Telephone Operator
• Bill Wolfe
  as Man in Zoot Suit in Fields' Routine
• Duke York
  as MP
• Carlyle Blackwell
• Charles King
  as Soldier
• Randolph Scott
• John Whitney
• Michael Kirk
• Baby Marie Osborne
  as Nurse
• Eleanor Counts
  as Magic Maid
• Roy Darmour
  as Assistant Director
• Charles Anthony Hughes
  as Man
• Bill Meader
• George Riley
• Martin Ashe
• Bobby Barker
  as Soldier in Fields' Routine
• Genevieve Bell
• Jimmy Carpenter
• George "Shorty" Chirello
  as Welles' Assistant
• Allan Cooke
• Bill Dyer
• John Estes
  as Patient
• Don Kramer
• Don McGill
• Mel Schubert
• Lennie Smith
  as Jitterbug
• Bernard B. Thomas
• Carl Vernell
  as Dance Director
• Susanna Foster

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