Fred Astaire

Josh Barkley

Ginger Rogers

Dinah Barkley

Oscar Levant

Ezra Millar

Billie Burke

Mrs. Livingston Belney

Gale Robbins

Shirlene May

Jacques François

Jacques Barredout

George Zucco

Judge

Clinton Sundberg

Bert Felsher

Inez Cooper

Pamela Driscoll

Carol Brewster

Gloria Amboy

Wilson Wood

Larry

Margaret Bert

Mary (uncredited)

Claire Carleton

Marie (uncredited)

Lorinne Crawford

Cleo Fernby (uncredited)

Mary Jo Ellis

Clementine (uncredited)

Joyce Mathews

Genevieve (uncredited)

Frank Ferguson

Mr. Perkins (uncredited)

Roberta Johnson

Henrietta (uncredited)

Dick Gordon

Audience Member (uncredited)

Patrick Miller

Bobby Soxer (uncredited)

Charles Walters

Director

Betty Comden

Screenplay

Adolph Green

Screenplay

Harry Stradling Sr.

Director of Photography

Arthur Freed

Producer

Ira Gershwin

Lyricist

Harry Warren

Original Music Composer

Albert Akst

Editor

Edward C. Carfagno

Art Direction

Cedric Gibbons

Art Direction

Fred Valles

Costume Design

Edwin B. Willis

Set Decoration

Irene

Costume Design

Hermes Pan

Choreographer

Douglas Shearer

Recording Supervision

Conrad Salinger

Orchestrator

George Gershwin

Music

Robert Alton

Choreographer

Arthur Krams

Assistant Set Decoration

Warren Newcombe

Special Effects

Sydney Guilaroff

Hair Designer

Jack Dawn

Makeup Designer