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Fred Astaire

Fred Atwell (Fred Burton)

Joan Leslie

Joan Manion

Robert Benchley

Philip 'Phil' Harriman

Robert Ryan

Reginald Fenton

Elizabeth Patterson

Mrs. Fisher

Marjorie Gateson

Canteen Hostess

Freddie Slack

Freddie Slack - Leader of His Orchestra

Bobby Barber

Canteen Waiter (uncredited)

Eric Blore

Jackson - Phil's Butler (uncredited)

Neil Hamilton

Navy Officer on Train (uncredited)

Olin Howland

Driver (uncredited)

Paul Hurst

Dock Foreman (uncredited)

Clarence Kolb

Harvey J. Sloan (uncredited)

Peter Lawford

Naval Commander (uncredited)

Frank McLure

Officer at Dinner (uncredited)