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Directed by | |||
| Ray Enright | |||
| Busby Berkeley | (musical numbers) | ||
Writing credits | ||
| Robert Lord | (story) & | |
| Delmer Daves | (story) | |
| Delmer Daves | (screenplay) | |
| Joan Blondell | ... | Mabel Anderson | |
| Dick Powell | ... | James 'Jimmy' Higgens | |
| Ruby Keeler | ... | Barbara Hemingway, aka Joan Grey | |
| Zasu Pitts | ... | Matilda Ounce Hemingway (misspelled Mathilda in opening credits) | |
| Guy Kibbee | ... | Horace Peter Hemingway | |
| Hugh Herbert | ... | Ezra Ounce | |
| Arthur Vinton | ... | Bulger, Ounce's Bodyguard | |
| Phil Regan | ... | Johnny Harris, Songwriter | |
| Arthur Aylesworth | ... | Train Conductor | |
| Johnny Arthur | ... | Billings, Ounce's Secretary | |
| Leila Bennett | ... | Laura, Matilda's Maid | |
| Berton Churchill | ... | Harold Ellsworthy Todd | |
| rest of cast listed alphabetically: | |||
| Bess Flowers | ... | (scenes deleted) | |
| Loretta Andrews | ... | Chorus girl (uncredited) | |
| De Don Blunier | ... | Chorus Girl (uncredited) | |
| Diane Borget | ... | Chorus girl (uncredited) | |
| Dolores Casey | ... | Chorus girl (uncredited) | |
| Eddy Chandler | ... | Guard (uncredited) | |
| Virginia Dabney | ... | Chorus Girl (uncredited) | |
| Frank Darien | ... | First Druggist (uncredited) | |
| Mildred Dixon | ... | Chorus Girl (uncredited) | |
| Lester Dorr | ... | Elevator Starter (uncredited) | |
| Diane Douglas | ... | Chorus Girl (uncredited) | |
| Maxine Doyle | ... | Chorus girl (uncredited) | |
| Ruth Eddings | ... | Chorus Girl (uncredited) | |
| Mary Egan | ... | Chorus Girl (uncredited) | |
| Sammy Fain | ... | Buttercup Balmer, Songwriter (uncredited) | |
| Gloria Faythe | ... | Chorus Girl (uncredited) | |
| Dick French | ... | Man on Ferry (uncredited) | |
| Sam Godfrey | ... | Ounce's First Receptionist (uncredited) | |
| Harrison Greene | ... | Henchman in audience (uncredited) | |
| Virginia Grey | ... | Chorus Girl (uncredited) | |
| Patricia Harper | ... | Chorus Girl (uncredited) | |
| Harry Holman | ... | Third Druggist (uncredited) | |
| Eddie Kane | ... | Harry, the Stage Manager (uncredited) | |
| Robert Emmett Keane | ... | Man on Train (uncredited) | |
| Milton Kibbee | ... | Reporter (uncredited) | |
| Mary Lange | ... | Chorus girl (uncredited) | |
| Ethelreda Leopold | ... | Chorus Girl (uncredited) | |
| Lois Lindsay | ... | Chorus girl (uncredited) | |
| Nancy Lyon | ... | Chorus girl (uncredited) | |
| Branche Macdonald | ... | Chorus girl (uncredited) | |
| Larry McGrath | ... | Sergeant at Jail (uncredited) | |
| Martha Merrill | ... | Chorus girl (uncredited) | |
| Ruth Moody | ... | Chorus girl (uncredited) | |
| Edmund Mortimer | ... | Ounce's Second Receptionist (uncredited) | |
| Jean Rogers | ... | Chorus Girl (uncredited) | |
| Henry Roquemore | ... | Board Member in Show (uncredited) | |
| Cliff Saum | ... | Stagehand (uncredited) | |
| Harry Semels | ... | Newspaper Seller (in "I Only Have Eyes for You") (uncredited) | |
| Lew Sherwood | ... | Vocal Refrain (uncredited) | |
| Eddie Shubert | ... | Eddie, Soda Jerk (uncredited) | |
| Phil Tead | ... | Reporter (uncredited) | |
| Fred 'Snowflake' Toones | ... | Porter (uncredited) | |
| Victoria Vinton | ... | Chorus girl (uncredited) | |
| Leo White | ... | Violin Player on Ferry (uncredited) | |
| Charles Williams | ... | Dance Director (uncredited) | |
| Jack Wise | ... | Second Druggist (uncredited) | |
| William Worthington | ... | Board Member in Show (uncredited) | |
Produced by | |||
| Hal B. Wallis | .... | executive producer (uncredited) | |
Original Music by | |||
| Heinz Roemheld | (uncredited) | ||
Cinematography by | |||
| George Barnes | |||
| Sidney Hickox | (as Sid Hickox) | ||
| Sol Polito | |||
Film Editing by | |||
| Harold McLernon | |||
Art Direction by | |||
| Robert M. Haas | |||
| Willy Pogany | |||
Costume Design by | |||
| Orry-Kelly | (gowns) | ||
Second Unit Director or Assistant Director | |||
| Sherry Shourds | .... | assistant director (uncredited) | |
Art Department | |||
| Gene Delaney | .... | props (uncredited) | |
| Howard Oggle | .... | props (uncredited) | |
Sound Department | |||
| Stanley Jones | .... | sound recording engineer (uncredited) | |
Camera and Electrical Department | |||
| Paul Burnett | .... | chief electrician (uncredited) | |
| L. De Angelis | .... | assistant camera (uncredited) | |
| John Ellis | .... | still photographer (uncredited) | |
| Frank Flanagan | .... | chief electrician (uncredited) | |
| Al Green | .... | camera operator (uncredited) | |
| Jack Koffman | .... | assistant camera (uncredited) | |
| Warren Lynch | .... | camera operator (uncredited) | |
| Dudie Maschmeyer | .... | chief grip (uncredited) | |
| Harold Noyes | .... | chief grip (uncredited) | |
| George Satterfield | .... | chief electrician (uncredited) | |
Music Department | |||
| Leo F. Forbstein | .... | conductor: Vitaphone Orchestra | |
| Ray Heindorf | .... | music arranger (uncredited) | |
Other crew | |||
| Busby Berkeley | .... | numbers created and directed by | |
| Lewis Geib | .... | technical director (uncredited) | |
| Robert Lord | .... | supervisor (uncredited) | |
| Company credits | Box office and business | Technical specifications |
| Soundtrack listing | Main details |