Fred Astaire as Jerry Travers
Ginger Rogers as Dale Tremont
Edward Everett Horton as Horace Hardwick
Erik Rhodes as Alberto Beddini
Eric Blore as Bates
Helen Broderick as Madge Hardwick
Robert Adair as London Hotel Clerk
Lucille Ball as Flower Clerk
Tito Blasco as Minor Role
William A. Boardway as Club Member
Tom Brandon as Minor Role
Roy Brent as Minor Role
Tex Brodus as Hotel Guest
Phyllis Coghlan as Dancer
Gino Corrado as Venice Hotel Manager
Tom Costello as Minor Role
Lorinne Crawford as Dancer
Oliver Cross as Hotel Guest
Jay Eaton as Guest Leaving Elevator
Jack Ellison as Dancer
George Ford as Club Patron
Jack Geiger as Dancer
Charlie Hall as Minor Role
Peter Hobbes as Theatre Callboy
Ben Holmes as Minor Role
John Impolito as Minor Role
Lora Lane as Dancer
Frank Mills as Lido Waiter
Henry Mowbray as Minor Role
Leonard Mudie as Flower Salesman
George Nardelli as Club Patron
Edgar Norton as London Hotel Manager
Dennis O'Keefe as Elevator Passenger
Paul Power as Club Patron
Tom Ricketts as Thackeray Club Waiter
Rita Rozelle as Dancer
Scott Seaton as Hotel Guest
Genaro Spagnoli as Fisherman
Mary Stewart as Dancer
Anya Taranda as Dancer
Nick Thompson as Italian Police Officer
Music by the great Kevin MacLeod