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Fred Astaire

Petrov

Ginger Rogers

Linda Keene

Edward Everett Horton

Jeffrey Baird

Eric Blore

Cecil Flintridge

Jerome Cowan

Arthur Miller

Ketti Gallian

Lady Tarrington

William Brisbane

Jim Montgomery

Ann Shoemaker

Matron

Harriet Hoctor

Ballet Dancer

Rolfe Sedan

Ballet Master (uncredited)

Richard Tucker

Mr. Russell (uncredited)

Ben Alexander

Evans (uncredited)

Charles Coleman

Policeman (uncredited)

Eddie Hall

Man (uncredited)

Matthew Boulton

Ship's Officer (uncredited)

Sidney Bracey

First Steward (uncredited)

Monte Collins

Usher-Messenger (uncredited)

Dudley Dickerson

Engine Room Singer (uncredited)

Pauline Garon

(uncredited)

Charlie Hall

Bartender (uncredited)