Fred Astaire

~ as ~

Fred Atwell (Fred Burton)

Joan Leslie

~ as ~

Joan Manion

Robert Benchley

~ as ~

Philip 'Phil' Harriman

Robert Ryan

~ as ~

Reginald Fenton

Elizabeth Patterson

~ as ~

Mrs. Fisher

Marjorie Gateson

~ as ~

Canteen Hostess

Freddie Slack

~ as ~

Freddie Slack - Leader of His Orchestra

Bobby Barber

~ as ~

Canteen Waiter (uncredited)

Eric Blore

~ as ~

Jackson - Phil's Butler (uncredited)

Neil Hamilton

~ as ~

Navy Officer on Train (uncredited)