Cast
Lily Pons
Annette Monard
Henry Fonda
Johnny Street
Eric Blore
Roger Briggs
Osgood Perkins
Paul Darcy
Lucien Littlefield
Hubert Dilley
Lucille Ball
Gwendolyn Dilley
Mischa Auer
Darcy's Pianist
Paul Porcasi
Uncle Tito
Scotty Beckett
Boy on Carousel
Billy Gilbert
Cook at Cafe (uncredited)
Ferdinand Gottschalk
Snobbish Critic (uncredited)
Clarence Wilson
The Lawyer (uncredited)
Richard Carle
Snobbish Critic (uncredited)
Gino Corrado
Waiter in Cafe (uncredited)
Oscar Apfel
Cafe Owner (uncredited)
Elise Cavanna
Darcy's Secretary (uncredited)
James Conaty
Audience Extra (uncredited)
Esther Dale
Mrs. Dilley (uncredited)
Kirby Grant
Violinist (uncredited)
Al Haskell
Wagon Driver (uncredited)
Paul Irving
Flat Tuba Player (uncredited)
DeWitt Jennings
Man Yelling for Food (uncredited)
Maxine Jennings
Sixth Girl in 'I Dream Too Much' Number (uncredited)
Ferdinand Munier
Carousel Owner (uncredited)
Wedgwood Nowell
Guest at Party (uncredited)
Russ Powell
Carousel Operator (uncredited)
June Story
Girl in 'I Dream Too Much' Number (uncredited)
Crew
Hugh McDowell Jr.
Sound
Carl Dreher
Sound Director
Vernon L. Walker
Special Effects
James G. Stewart
Sound
Charles M. Kirk
Assistant Art Director
Philip Faulkner Jr.
Sound
Elsie Finn
Story
David G. Wittels
Story
John Cromwell
Director
Edmund H. North
Screenplay
James Gow
Screenplay
Max Steiner
Original Music Composer
David Abel
Director of Photography
Dewey Starkey
Assistant Director
Pandro S. Berman
Producer
William Morgan
Editor
Van Nest Polglase
Art Direction
Bernard Newman
Costume Design
Hermes Pan
Choreographer
