"An unfortunate marriage and a bogus Count are the ingredients for this musical."
Shirley Ross
as Toni Ainsworth
Robert Cummings
as Mike Winslow
Martha Raye
as Helen Flint
Monroe Owsley
as Count de Montaigne
Elizabeth Russell
as Cellette
Louis Da Pron
as Tom Flint
Ray Walker
as Freddie
Robert Middlemass
as Capt. Dixon
Edward Brophy
as Bugs Murphy
James Eagles
as Birdie Arnold
Bob Murphy
as Capt. MacArthur
Lee Phelps
as Police Sgt. Davis
Kenneth Harlan
as Lead steward
Jimmie Dundee
as Detective
James Barton
as Motorcycle Policeman
Marten Lamont
as Sailor
Frank Losee Jr.
A.S. Byron
as Dock Watchman
Chester Gan
as Chinese Cook
Harry Jordan
as Chauffeur
Allen Pomeroy
Donald Kerr
as Cameraman
Bert Moorhouse
Wilma Francis
as Muriel Courtney
Chill Wills
as Lead Singer of Avalon Boys
Walter Trask
as Member of Avalon Boys
Art Green
Don Brookins
Joseph Moncure March
Writer
Burton Lane
Songs
Ralph Freed
Lyricist
George Archainbaud
Director
David Garth
Story
A.M. Botsford
Producer
Friedrich Hollaender
Music
George T. Clemens
Director of Photography
Ted Tetzlaff
Arthur P. Schmidt
Editor
Adolph Zukor
Presenter