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Alice Faye as Edie Allen |
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Carmen Miranda as Dorita |
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Phil Baker as Phil Baker |
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Benny Goodman as Benny Goodman |
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Eugene Pallette as Andrew Mason Sr. |
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Charlotte Greenwood as Mrs. Peyton Potter |
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Edward Everett Horton as Peyton Potter |
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Tony De Marco as Tony |
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James Ellison as Andy Mason |
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Sheila Ryan as Vivian Potter |
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Dave Willock as Sgt. Pat Casey |
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Bobby Somers as Child Dancers |
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Jeanne Crain as Chorus Girl / Pool Party Guest (uncredited) |
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Frank Faylen as Marine Sergeant (uncredited) |
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Miriam LaVelle as Specialty Dancer (uncredited) |
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June Haver as Chorus Girl / Hat-Check Girl (uncredited) |
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Adele Jergens as Chorus Girl (uncredited) |
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Leon Belasco as Waiter (uncredited) |
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Brooks Benedict as Club New Yorker Patron (uncredited) |
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Lee Bennett as Club New Yorker Patron (uncredited) |
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Ruth Brady as Dancer (uncredited) |
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Lorraine Breacher as Dancer (uncredited) |
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Gabriel Canzona as Organ Grinder (uncredited) |
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Brooke Chapin as Litttle Girl (uncredited) |
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Frank Darien as Stage Doorman (uncredited) |
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Frankie Daye as Chorus Girl (uncredited) |
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Jo-Carroll Dennison as Minor Role (uncredited) |
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George Dobbs as Benson (uncredited) |
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Johnny Duncan as Jitterbug Dancer (uncredited) |
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Herbert Evans as Club New Yorker Patron (uncredited) |
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Deidre Gale as Jitterbug Dancer (uncredited) |
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Hallene Hill as Old Lady (uncredited) |
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Leyland Hodgson as Butler (uncredited) |
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Russell Hoyt as Sailor (uncredited) |
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Al Murphy as Stage Manager (uncredited) |
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Jean O'Donnell as Dancer (uncredited) |
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Aloysio de Oliveira as Specialty Performer (uncredited) |
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Donna Mae Roberts as Chorus Girl (uncredited) |
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Marion Rosamond as Dancer (uncredited) |
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Charles Saggau as Beezy - Jitterbug Dancer (uncredited) |
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Virginia Sale as Miss Custer, Secretary (uncredited) |
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Billie Seward as Dancer (uncredited) |
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Mary Stewart as Chorus Girl (uncredited) |
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Blanche Taylor as Dancer (uncredited) |
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Fred Walburn as Newsboy (uncredited) |
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Virginia Wilson as De Marco's Dancing Partner (uncredited) |
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Lillian Yarbo as Maid (uncredited) |
| Writing | George Root Jr. | Story |
| Writing | Tom Bridges | Story |
| Writing | Nancy Wintner | Story |
| Directing | Busby Berkeley | Director |
| Writing | Walter Bullock | Screenplay |
| Sound | Harry Warren | Songs |
| Writing | Leo Robin | Lyricist |
| Camera | Edward Cronjager | Director of Photography |
| Editing | Ray Curtiss | Editor |
| Sound | Cyril J. Mockridge | Music |
| Sound | Arthur Lange | Music |
| Sound | Alfred Newman | Music |
| Costume & Make-Up | Yvonne Wood | Costume Design |
| Sound | Roger Heman Sr. | Sound |
| Sound | Gene Rose | Music |
| Art | Mack Elliott | Props |
| Visual Effects | Fred Sersen | Visual Effects |
| Production | William LeBaron | Producer |
| Art | Joseph C. Wright | Art Direction |
| Production | William Goetz | Executive Producer |
| Directing | Tom Dudley | Assistant Director |
| Sound | Hugo Friedhofer | Music |
| Sound | Fletcher Henderson | Music Arranger |
| Crew | Busby Berkeley | Choreographer |
| Costume & Make-Up | Guy Pearce | Makeup Artist |
| Crew | Fred Sersen | Special Effects |
| Art | James Basevi | Art Direction |
| Art | Thomas Little | Set Decoration |
| Sound | George Leverett | Sound |
