Lily Mars
John Thornway
Mrs. Thornway
Owen Vail
Mrs. Mars
Isobel Rekay (as Marta Eggerth)
Frankie
Leo
Poppy
Violet
Rosie (as Annabelle Logan)
Davey
Charlie Potter
Tommy Dorsey and His Orchestra (as Tommy Dorsey and His Orchestra)
Bob Crosby and His Orchestra (as Bob Crosby and His Orchestra)
Woman (uncredited) (unconfirmed)
Showgirl (uncredited)
Busboy (uncredited)
Drummer - Bob Crosby's Orchestra (uncredited) (unconfirmed)
Party Guest (uncredited)
Assistant Boardinghouse Manager (uncredited)
Dowager (uncredited)
Specialty Dancer (uncredited)
Restaurant Patron (uncredited)
Singer on 'St. Louis Blues' (uncredited)
Clarinetist in Bob Crosby's Orchestra (uncredited) (unconfirmed)
Dixie Brill - Jockey (uncredited)
Bonnie - Showgirl (uncredited)
Man (uncredited) (unconfirmed)
Captain of Waiters (uncredited)
Elevator Boy (uncredited)
Bob Crosby (uncredited)
Hotel Clerk (uncredited)
Fat Woman (uncredited)
Mrs. Schofield (uncredited)
Waiter (uncredited)
Tommy Dorsey (uncredited)
Club Patron (uncredited)
Trumpeter in Bob Crosby's Orchestra (uncredited) (unconfirmed)
Gwen - Showgirl (uncredited)
Tired Man (uncredited)
Prissy - Showgirl (uncredited)
Mayor (uncredited)
Script Girl (uncredited)
Musician (uncredited)
Andrew - Mrs. Thornway's Butler (uncredited)
Girl at Party (uncredited)
Saxophonist in Bob Crosby's Orchestra (uncredited) (unconfirmed)
Pianist (uncredited)
Scotty - Stage Manager (uncredited)
Boardinghouse Manager (uncredited)
Trombonist in Bob Crosby's Orchestra (uncredited) (unconfirmed)
Professor Eggleston (uncredited)
Eugene Shepherd (uncredited)
Audience Member (uncredited)
Lily's Dance Partner in Finale (uncredited)
Bartender in Bar (uncredited)
Singer with Bob Crosby's Orchestra (uncredited)
Rosa - Isobel's Maid (uncredited)
Nightclub Patron (uncredited)
Mike - Stage Doorman (uncredited)