Judy Garland

Hannah Brown

Fred Astaire

Don Hewes

Peter Lawford

Jonathan Harrow III

Ann Miller

Nadine Hale

Jules Munshin

François

Clinton Sundberg

Mike

Richard Beavers

Singer ("The Girl on the Magazine Cover")

Lola Albright

Hat Model / Showgirl (uncredited)

Shirley Ballard

Showgirl (uncredited)

Edward Biby

Audience Member (uncredited)

June Gale

Minor Role (uncredited)

Joi Lansing

Hat Model / Showgirl (uncredited)

Robert Emmett O'Connor

Policeman (uncredited)

Sam Harris

Backstage Well-Wisher / Diner at Rooftop Show (uncredited)

Harold Miller

Diner in Restaurant (uncredited)

Jeni Le Gon

Essie (uncredited)

Sara Shane

Showgirl (uncredited)

John Albright

Western Union Messenger (uncredited)

Don Anderson

Passerby on Street (uncredited)

Norman S. Barker

Trombone player in bar (uncredited)

Jimmy Bates

Boy (uncredited)

Virginia Bates

Model (uncredited)

Hal Bell

Dancer (uncredited)

Margaret Bert

Florist (uncredited)

Lulu Mae Bohrman

Restaurant Patron (uncredited)

Ralph Brooks

Diner at Rooftop Show (uncredited)

Rosalee Calvert

Model (uncredited)

James Carlisle

Restaurant Patron (uncredited)

Peter Chong

Sam - Don's Valet (uncredited)

James Conaty

Passerby on Street (uncredited)

Jack Deery

Restaurant Patron (uncredited)

Dante DiPaolo

Dancer (uncredited)

Jimmie Dodd

Cabby (uncredited)

Dolores Donlon

Showgirl (uncredited)

Patricia Edwards

Showgirl (uncredited)

Charles Fogel

Pedestrian (uncredited)

J.C. Fowler

Pedestrian (uncredited)

Harry Fox

Desk Clerk (uncredited)

Joel Friend

Dancer (uncredited)

Sig Frohlich

Callboy (uncredited)

Robert Haines

Waiter at Rooftop Restaurant (uncredited)

Ruth Hall

Showgirl (uncredited)

Sam Harris

Backstage Well-Wisher/Diner at Rooftop Show (uncredited)

Helene Heigh

Hat Shop Owner (uncredited)

Shep Houghton

Restaurant Patron (uncredited)

Marjorie Jackson

Showgirl (uncredited)

Patricia Jackson

Dancer (uncredited)

Bob Jellison

Drugstore Patron (uncredited)

Doris Kemper

Anna - Backstage Maid (uncredited)

Gail Langford

Showgirl (uncredited)

Joi Lansing

Hat Model/Showgirl (uncredited)

Jeni Le Gon

Essie, Nadine's Maid (uncredited)

Nolan Leary

Drugstore Clerk (uncredited)

Dale Lefler

Dancer (uncredited)

Max Linder

Audience Member (uncredited)

King Lockwood

Restaurant Patron (uncredited)

Leota Lorraine

Audience Member (uncredited)

Laura Mason

Twin Showgirl (uncredited)

Matt Mattox

Dancer (uncredited)

Bert May

Dancer (uncredited)

Frank Mayo

Headwaiter (uncredited)

Philo McCullough

Diner at Rooftop Show (uncredited)

Howard M. Mitchell

Drugstore Patron (uncredited)

Richard Neill

Audience Member (uncredited)

George Noisom

Western Union Messenger (uncredited)

Barry Norton

Diner at Rooftop Show (uncredited)

Dick Paxton

Western Union Messenger (uncredited)

Albert Pollet

Waiter (uncredited)

Angi O. Poulos

Peddler (uncredited)

Paul Power

Restaurant Patron (uncredited)

Bobbie Priest

Dancer (uncredited)

Jean Romer

Twin Showgirl (uncredited)

Ralph Sanford

Hotel Detective (uncredited)

Dick Simmons

Al - Ziegfeld Aide (uncredited)

Bert Spencer

Clerk (uncredited)

Harry Tenbrook

Pedestrian (uncredited)

Aline Towne

Salesgirl (uncredited)

Dee Turnell

Dancer (uncredited)

Benay Venuta

Bar Patron (uncredited)

Johnny Walsh

Western Union Messenger (uncredited)

Wilson Wood

Marty, Piano Player (uncredited)

Frances Goodrich

Screenplay

Sidney Sheldon

Screenplay

Albert Hackett

Screenplay

Charles Walters

Director

Harry Stradling Sr.

Director of Photography

Arthur Freed

Producer

Cedric Gibbons

Art Direction

Jack Martin Smith

Art Direction

Fred Valles

Costume Design

Irene

Costume Design

Albert Akst

Editor

Irving Berlin

Songs

Johnny Green

Music Director

Edwin B. Willis

Set Decoration

Irving Berlin

Music

Warren Newcombe

Special Effects

Van Cleave

Orchestrator

Robert Alton

Choreographer

Conrad Salinger

Orchestrator

Sydney Guilaroff

Hair Designer

Natalie Kalmus

Other

Jack Dawn

Makeup Designer

Leo Arnaud

Orchestrator

Bobby Tucker

Other

Henri Jaffa

Other

Frances Goodrich

Original Story

Albert Hackett

Original Story

Douglas Shearer

Sound Director

Irving Berlin

Lyricist

Arthur Krams

Assistant Decorator

Guy Bolton

Writer

Ben Lane

Makeup Artist

Dorothy Ponedel

Key Makeup Artist

Florence Erickson

Hairstylist

Carl Roup

Second Assistant Director

Wallace Worsley Jr.

Assistant Director

Douglas Shearer

Sound Recordist

James Brock

Sound

Sam Leavitt

Camera Operator

Cliff Shirpser

Assistant Camera

Fred Astaire

Choreographer

Charles Walters

Choreographer

Irving Berlin

Original Music Composer

Johnny Green

Original Music Composer

Roger Edens

Original Music Composer