Baby Sandy

as Sandy

Shirley Ross

as Dianna Donovan

Dennis O'Keefe

as Jimmy Hanley

Mischa Auer

as Boris Bebenko

Joy Hodges

as Peg - showgirl

Anne Gwynne

as Kitty - showgirl

Anne Nagel

as Beulah - showgirl

Donald Briggs

as Allen Rand - theatre manager

Richard Lane

as Leo Murphy - Booking Agent

Paul Guilfoyle

as Ed Stone - Sandy's Uncle

Mayo Methot

as Ethel Stone

Jane Darwell

as Mrs. Callahan

Spencer Charters

as Magistrate

Dorothy Arnold

as Sally - showgirl