"Johnny Brett and King Shaw are an unsuccessful dance team in New York. A producer discovers Brett as the new partner for Clare Bennett, but Brett, who thinks he is one of the people they lent money to, gives him the name of his partner."
Fred Astaire
as Johnny Brett
Eleanor Powell
as Clare Bennett
George Murphy
as King Shaw
Frank Morgan
as Bob Casey
Ian Hunter
as Bert C. Matthews
Florence Rice
as Amy Blake
Lynne Carver
as Emmy Lou Lee
Ann Morriss
as Pearl
Trixie Firschke
as Juggler
Libby Taylor
as Angel (uncredited)
George Chandler
as Mr. Jones (uncredited)
Gladys Blake
as Miss Martin (uncredited)
Mary Field
as Second Bride (uncredited)
Irving Bacon
as Orange Stand Counterman (uncredited)
James Flavin
as Clancy (uncredited)
Joe Yule
as Dan (uncredited)
Charlotte Arren
as Opera Singer "Arren & Broderick" (uncredited)
Johnny Broderick
as Pianist "Arren & Broderick" (uncredited)
Bess Flowers
as Nightclub Patron (uncredited)
Carol Adams
as Dancer (uncredited)
Barbara Jo Allen
as Ms. Konk (uncredited)
Bobby Barber
as Wedding Guest (uncredited)
Herman Bing
as Silhouettist (uncredited)
Mel Blanc
as Panhandler (uncredited)
Don Brodie
as Barker (uncredited)
Paul E. Burns
as Waiter (uncredited)
Chick Collins
as Sailor (uncredited)
James Conaty
as Seated Nightclub Patron
Joseph Crehan
as Ballroom Manager (uncredited)
John Daheim
Bobbie Canvin
as Music Maids Member (uncredited)
Jeanne Darrell
Patt Hyatt
Alice Ludes
Hal K. Dawson
as O'Grady (uncredited)
Edgar Dearing
as Policeman (uncredited)
Sayre Dearing
Jean Del Val
as Italian Waiter (uncredited)
Eddie Hall
as Guest at First Wedding (uncredited)
Henry Hebert
as Theatregoer (uncredited)
Shep Houghton
as Specialty Dancer (uncredited)
Arthur Stuart Hull
as Actor in Top Hat (uncredited)
Harry Lash
Hal Le Sueur
as Casey's Chauffeur (uncredited)
David Lloyd
as Callboy (uncredited)
Alphonse Martell
as French Dancer (uncredited)
Frank McLure
Bert Moorhouse
Douglas McPhail
as Masked Singer (uncredited)
Jack Mulhall
as George (uncredited)
John T. Murray
as Ham Actor (uncredited)
Wanda Perry
as Bridesmaid (uncredited)
Tom Quinn
Suzanne Ridgway
as Nightclub Dancer / Chorine at Rehearsal (uncredited)
Cyril Ring
as Show Backer at Rehearsal / Nightclub Headwaiter (uncredited)
Mel Ruick
as Orchestra Leader (uncredited)
Gertrude Simpson
as Stage Mother (uncredited)
Walter Soderling
as Justice (uncredited)
Larry Steers
William Tannen
as Harmon (uncredited)
Russell Wade
as Nightclub Dancer (uncredited)
E. Alyn Warren
as Pop (uncredited)
Denny Wilson
Blair Woolstencroft
as Unicyclist (uncredited)
Dore Schary
Story
Norman Taurog
Director
George Oppenheimer
Screenplay
Leon Gordon
Jack McGowan
Cedric Gibbons
Art Direction
Edwin B. Willis
Set Decoration
Adrian
Costume Design
Fred Valles
Jack Cummings
Producer
Oliver T. Marsh
Director of Photography
John S. Detlie
Assistant Art Director
Joseph Ruttenberg
Blanche Sewell
Editor
Cole Porter
Songs
Lyricist