Cast
James Stewart
Gilbert Young
Judy Garland
Susan Gallagher
Hedy Lamarr
Sandra Kolter
Lana Turner
Sheila Regan
Tony Martin
Frank Merton
Jackie Cooper
Jerry Regan
Ian Hunter
Geoffrey Collis
Charles Winninger
'Pop' Gallagher
Edward Everett Horton
Noble Sage
Philip Dorn
Franz Kolter
Paul Kelly
John Slayton
Eve Arden
Patsy Dixon
Dan Dailey
Jimmy Walters
Al Shean
Al
Fay Holden
Mrs. Regan
Felix Bressart
Mischa
Rose Hobart
Mrs. Merton
Bernard Nedell
Nick Capalini
Ed McNamara
Mr. Regan
Mae Busch
Jenny
Renie Riano
Annie
Josephine Whittell
Perkins
Sergio Orta
Native Dancer
John Alban
Restaurant Patron (uncredited)
Jimmy Ames
Man with Wife in Front Row (uncredited)
Roscoe Ates
Janitor Changing Pictures (uncredited)
King Baggot
Man in Audience (uncredited)
Joan Barclay
Actress in Slayton's Office (uncredited)
Harriet Bennett
Ziegfeld Girl (uncredited)
Nina Bissell
Ziegfeld Girl (uncredited)
Tex Brodus
Chorus Boy (uncredited)
Leslie Brooks
Ziegfeld Girl (uncredited)
Georgia Carroll
Ziegfeld Girl (uncredited)
Joyce Compton
Miss Sawyer, Auditioning Showgirl (uncredited)
James Conaty
Man in Audience (uncredited)
Virginia Cruzon
Ziegfeld Girl (uncredited)
Frances Curry
Maid (uncredited)
Patricia Dane
Ziegfeld Girl (uncredited)
Bill Days
Singer in "Whispering" Number (uncredited)
Myrna Dell
Ziegfeld Girl (uncredited)
Antonio 'el Bailarín'
Specialty Dancer (uncredited)
James Flavin
Buck (uncredited)
Bess Flowers
Palm Beach Casino Patron (uncredited)
Frances Gladwin
Ziegfeld Girl (uncredited)
Reed Hadley
Geoffrey's Friend in Audience (uncredited)
Beatrice Hagen
Ziegfeld Girl (uncredited)
Eddie Hall
Stagehand Calling for Mr. Kolter (uncredited)
Al Hill
Truck Driver (uncredited)
Shep Houghton
Chorus Boy (uncredited)
Dorothy Hoyle
Singer in "Ziegfeld Girls" Number (uncredited)
Claire James
Ziegfeld Girl (uncredited)
Armand Kaliz
Pierre, Headwaiter (uncredited)
Alva Kellogg
Soloist in "Minnie from Trinidad" Number (uncredited)
Colin Kenny
Croupier (uncredited)
Donald Kirke
Playboy Dating Sheila (uncredited)
Louise La Planche
Ziegfeld Girl (uncredited)
Lois Lindsay
Dancer (uncredited)
George Lloyd
George, Speakeasy Waiter (uncredited)
Tom Mahoney
Jailer (uncredited)
Madeline Martin
Ziegfeld Girl (uncredited)
Vivian Mason
Ziegfeld Girl (uncredited)
Bert Moorhouse
Palm Beach Casino Patron (uncredited)
Philip Morris
Truck Driver (uncredited)
George Noisom
Call Boy (uncredited)
Barry Norton
Palm Beach Casino Patron (uncredited)
Anne O'Neal
Lady in Elevator (uncredited)
Rose Paidar
Singer in "Ziegfeld Girls" Number (uncredited)
Helen Patterson
Singer in "Ziegfeld Girls" Number (uncredited)
Ginger Pearson
Salesgirl (uncredited)
Rebel Randall
Ziegfeld Girl (uncredited)
John Rarig
Singer in "Whispering" Number (uncredited)
Virginia Rees
Singer in "Ziegfeld Girls" Number (uncredited)
Rosario
Specialty Dancer (uncredited)
Fred Santley
Floor Manager (uncredited)
Helen Seamon
Dancer (uncredited)
Max Smith
Singer in "Whispering" Number (uncredited)
Christine Stafford
Singer in "Ziegfeld Girls" Number (uncredited)
Larry Steers
Theater Patron Watching Finale (uncredited)
Eva Stivers
Ziegfeld Girl (uncredited)
Amzie Strickland
Ziegfeld Girl (uncredited)
Elliott Sullivan
Truck Driver (uncredited)
Anya Taranda
Ziegfeld Girl (uncredited)
Ray Teal
Pawnbroker (uncredited)
Ruth Tobey
Betty Regan (uncredited)
Dorothy Tuttle
Ziegfeld Girl (uncredited)
Betty Van Allen
Singer in "Ziegfeld Girls" Number (uncredited)
Victoria Vinton
Ziegfeld Girl (uncredited)
Jean Wallace
Ziegfeld Girl (uncredited)
Gayne Whitman
Ted, Box Office Attendant (uncredited)
Irma Wilson
Ziegfeld Girl (uncredited)
Katherine Yorke
Ziegfeld Girl (uncredited)
Crew
Sonya Levien
Screenplay
Marguerite Roberts
Screenplay
Busby Berkeley
Director
William Anthony McGuire
Story
Robert Z. Leonard
Director
Ray June
Director of Photography
Pandro S. Berman
Producer
Joseph McCarthy
Lyricist
Edward Gallagher
Songs
Walter Donaldson
Songs
Roger Edens
Songs
Gus Kahn
Lyricist
Malvin Schonberger
Lyricist
Harold Adamson
Lyricist
John Schonberger
Songs
Harry Carroll
Songs
Al Shean
Songs
Nacio Herb Brown
Songs
Ralph Freed
Lyricist
Blanche Sewell
Editor
Edwin B. Willis
Set Decoration
Robert A. Golden
Assistant Director
Joseph Ruttenberg
Director of Photography
George Stoll
Additional Music
Murray Cutter
Orchestrator
George Bassman
Additional Music
Leo Arnaud
Orchestrator
Adrian
Costume Design
Daniel Dare
Choreographer
Conrad Salinger
Orchestrator
George Stoll
Music Director
Cedric Gibbons
Art Direction
Daniel B. Cathcart
Art Direction
Roger Edens
Music Arranger
Douglas Shearer
Recording Supervision
Jack Dawn
Makeup Designer
Herbert Stothart
Music
George Bassman
Orchestrator
