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Fred Astaire as Charlie Hill |
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Vera-Ellen as Angela Bonfils |
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Marjorie Main as Mrs Phineas Hill |
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Keenan Wynn as Max Ferris |
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Alice Pearce as Elsie Wilkins |
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Clinton Sundberg as Gilford Spivak |
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Gale Robbins as Dixie 'Deadshot' McCoy |
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Tom Dugan as With Wedding Gift of Stolen Silver (uncredited) |
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Ed Haskett as Supper Club Patron (uncredited) |
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Percy Helton as Presents Angela with Flowers (uncredited) |
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Dorinda Clifton as One of Frenchie's Girls (uncredited) |
| Writing | Irving Elinson | Writer |
| Writing | C.M.S. McLellan | Theatre Play |
| Writing | Chester Erskine | Adaptation |
| Directing | Charles Walters | Director |
| Writing | Robert O'Brien | Writer |
| Production | Arthur Freed | Producer |
| Costume & Make-Up | Helen Rose | Costume Design |
| Costume & Make-Up | John Truwe | Makeup Artist |
| Art | Edwin B. Willis | Set Decoration |
| Sound | Douglas Shearer | Recording Supervision |
| Art | Richard Pefferle | Set Decoration |
| Crew | Robert H. Planck | Cinematography |
| Crew | Warren Newcombe | Special Effects |
| Art | Cedric Gibbons | Art Direction |
| Art | Jack Martin Smith | Art Direction |
| Sound | Adolph Deutsch | Music Director |
| Crew | Irving G. Ries | Special Effects |
| Crew | Robert Alton | Choreographer |
| Costume & Make-Up | William Tuttle | Makeup Designer |
| Costume & Make-Up | Gile Steele | Costume Design |
| Costume & Make-Up | Sydney Guilaroff | Hair Designer |
| Editing | Albert Akst | Editor |
| Sound | Maurice De Packh | Orchestrator |
