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    Dick Powell

    Dick Powell

    Donald Ames

    Ruby Keeler

    Ruby Keeler

    Colleen Reilly

    Jack Oakie

    Jack Oakie

    Joe Cork

    Joan Blondell

    Joan Blondell

    Minnie Hawkins

    Hugh Herbert

    Hugh Herbert

    Cedric Ames

    Louise Fazenda

    Louise Fazenda

    Alicia Ames

    Paul Draper

    Paul Draper

    Paul Gordon

    Marie Wilson

    Marie Wilson

    Mabel

    Luis Alberni

    Luis Alberni

    Carlo

    Hobart Cavanaugh

    Hobart Cavanaugh

    Noggin

    Berton Churchill

    Berton Churchill

    Logan

    J.M. Kerrigan

    J.M. Kerrigan

    Pop Reilly

    Addison Richards

    Addison Richards

    Schuyler

    Charles Coleman

    Charles Coleman

    Butler

    Mary Treen

    Mary Treen

    Miss Hively (uncredited)

    Spencer Charters

    Spencer Charters

    Doctor (uncredited)

    Eddie Acuff

    Eddie Acuff

    (uncredited)

    John Albright

    Warren (uncredited)

    Louise Allen

    Chorus Girl (uncredited)

    Joan Barclay

    Joan Barclay

    Cafe Guest (uncredited)

    Eleanor Bayley

    Chorus Girl (uncredited)

    George Beranger

    George Beranger

    Jeweler (uncredited)

    Angela Blue

    Chorus Girl (uncredited)

    Ward Bond

    Ward Bond

    Sweeney (uncredited)

    Betty Bowen

    Chorus Girl (uncredited)

    André Cheron

    André Cheron

    Waiter (uncredited)

    Colleen Colman

    Lois (uncredited)

    Elizabeth Cooke

    Chorus Girl (uncredited)

    Lorraine Crawford

    Chorus Girl (uncredited)

    Virginia Dabney

    Virginia Dabney

    Woman on Ship (uncredited)

    Ann Darcy

    Chorus Girl (uncredited)

    Charles Delaney

    Charles Delaney

    Ship's Radio Operator (uncredited)

    Harry Depp

    Harry Depp

    Noggin's Assistant (uncredited)

    Ruth Eddings

    Chorus Girl (uncredited)

    Celeste Edwards

    Chorus Girl (uncredited)

    Sarah Edwards

    Sarah Edwards

    First Society Woman (uncredited)

    Clarette Ellis

    Chorus Girl (uncredited)

    Herbert Evans

    Herbert Evans

    Charles (uncredited)

    Antonio Filauri

    Bartender (uncredited)

    Emily Fitzpatrick

    Chorus Girl (uncredited)

    Margaret Fitzpatrick

    Chorus Girl (uncredited)

    Pauline Garon

    Pauline Garon

    Maid (uncredited)

    Edith Haskins

    Chorus Girl (uncredited)

    Edward Keane

    Edward Keane

    Mr. Edwards (uncredited)

    Lois Lindsay

    Chorus Girl (uncredited)

    Alma Lloyd

    Alma Lloyd

    Nurse (uncredited)

    Lloyd Shirley

    Woman on Ship (uncredited)

    Viola Lowry

    Receptionist (uncredited)

    Iris March

    Miss Graham (voice) (uncredited)

    Alphonse Martell

    Alphonse Martell

    Headwaiter (uncredited)

    Tom McGuire

    Tom McGuire

    Policeman in Park (uncredited)

    Lorraine Miller

    Lorraine Miller

    Chorus Girl (uncredited)

    Bob Murphy

    First Officer (uncredited)

    Dennis O'Keefe

    Dennis O'Keefe

    Extra on Dance Floor (uncredited)

    Paul Panzer

    Paul Panzer

    Deck Steward (uncredited)

    Laura Pierpont

    Second Society Woman (uncredited)

    Emily Renard

    Chorus Girl (uncredited)

    Cyril Ring

    Cyril Ring

    Client (uncredited)

    Victoria Vinton

    Victoria Vinton

    Chorus Girl (uncredited)

    Emmett Vogan

    Emmett Vogan

    Ames Company Official (uncredited)

    Colleen Ward

    Chorus Girl (uncredited)

    Betty Wood

    Chorus Girl (uncredited)

    Alfred E. Green

    Alfred E. Green

    Director

    Robert Lord

    Story

    Peter Milne

    Screenplay

    F. Hugh Herbert

    Screenplay

    Sig Herzig

    Screenplay

    Al Dubin

    Lyricist

    Harry Warren

    Harry Warren

    Original Music Composer

    Paul Draper

    Paul Draper

    Choreographer

    Byron Haskin

    Byron Haskin

    Director of Photography

    Bobby Connolly

    Choreographer

    Sol Polito

    Director of Photography

    Max Parker

    Art Direction

    Terry O. Morse

    Terry O. Morse

    Editor

    Leo F. Forbstein

    Conductor

    Ray Heindorf

    Music Arranger

    Jack L. Warner

    Jack L. Warner

    Executive Producer

    Hal B. Wallis

    Hal B. Wallis

    Executive Producer

    Orry-Kelly

    Orry-Kelly

    Costume Design