"An inventor and his lanky girlfriend set an altitude record in his winged contraption."
Bert Lahr
as Emil 'Rusty' Krouse
Charlotte Greenwood
as Pansy Potts
Pat O’Brien
as Sport Wardell
Kathryn Crawford
as Eileen Smith
Charles Winninger
as Dr. Brown
Hedda Hopper
as Mrs. Smith
Guy Kibbee
as Fred Smith
Herbert Braggiotti
as Gordon
Gus Arnheim
as Himself - the Orchestra Leader
Loretta Andrews
as Chorus Girl (uncredited)
Richard Carle
as Hotel Manager (uncredited)
Nick Copeland
as Aviator with the Jokester (uncredited)
Mildred Dixon
as Miss Dixon / Dancer (uncredited)
James Durkin
as Mr. Rankin - Detective (uncredited)
Ruth Eddings
Bud Geary
as Dance Floor Extra (uncredited)
Mary Halsey
Tom Kennedy
as Jokester with Firecrackers (uncredited)
Donald Novis
as Young Man (uncredited)
Dave O'Brien
as Dancer (uncredited)
Lee Phelps
as Reporter from the News (uncredited)
Herbert Prior
as Angry Investor with Eyeglasses (uncredited)
Buddy Roosevelt
as Aviator (uncredited)
Clarence Wilson
as Lunch Counter Manager (uncredited)
Buddy G. DeSylva
Book
Lew Brown
Ray Henderson
John McGowan
Dorothy Fields
Original Music Composer
Jimmy McHugh
Busby Berkeley
Choreographer
Charles Reisner
Director
A.P. Younger
Screenplay
Adaptation
George White
Producer
William S. Gray
Editor
Cedric Gibbons
Art Direction
Adrian
Costume Design
Douglas Shearer
Sound Director
Merritt B. Gerstad
Director of Photography
