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Fred AstaireFred Atwell (Fred Burton)
Joan LeslieJoan Manion
Robert BenchleyPhilip 'Phil' Harriman
Robert RyanReginald Fenton
Elizabeth PattersonMrs. Fisher
Marjorie GatesonCanteen Hostess
Freddie SlackFreddie Slack - Leader of His Orchestra
Bobby BarberCanteen Waiter (uncredited)
Eric BloreJackson - Phil's Butler (uncredited)
Neil HamiltonNavy Officer on Train (uncredited)
Olin HowlandDriver (uncredited)
Paul HurstDock Foreman (uncredited)
Clarence KolbHarvey J. Sloan (uncredited)
Peter LawfordNaval Commander (uncredited)
Frank McLureOfficer at Dinner (uncredited)
Clarence MuseColonial Club Doorman (uncredited)
Amelita WardSouthern Girl (uncredited)Anne G. SterlingWoman in Canteen
Ella Mae MorseSinger (uncredited)Jack CarrCustomerEdna HarrisSalesgirl (uncredited)Dorothy Kelly
