| Fred Astaire | ... | Petrov | |
| Ginger Rogers | ... | Linda Keene | |
| Edward Everett Horton | ... | Jeffrey Baird | |
| Eric Blore | ... | Cecil Flintridge | |
| Jerome Cowan | ... | Arthur Miller | |
| Ketti Gallian | ... | Lady Denise Tarrington | |
| William Brisbane | ... | Jim Montgomery | |
| Ann Shoemaker | ... | Matron Spreading Gossip | |
| Harriet Hoctor | ... | Herself | |
| rest of cast listed alphabetically: | |||
| Norman Ainsley | ... | Ship's Bartender (uncredited) | |
| Ben Alexander | ... | Evans - a Bandleader (uncredited) | |
| Sherwood Bailey | ... | Newsboy (uncredited) | |
| Matthew Boulton | ... | Ship's Officer (uncredited) | |
| Harry Bowen | ... | Johnson - the Locksmith (uncredited) | |
| Sidney Bracey | ... | First Steward (uncredited) | |
| William Burress | ... | New Jersey Justice of the Peace (uncredited) | |
| Charles Coleman | ... | Central Park Policeman (uncredited) | |
| Monte Collins | ... | Usher-Messenger (uncredited) | |
| Jean De Briac | ... | Show Producer (uncredited) | |
| Dudley Dickerson | ... | Engine Room Singer (uncredited) | |
| Pauline Garon | ... | Undetermined Role (uncredited) | |
| Douglas Gordon | ... | Steward (uncredited) | |
| Helena Grant | ... | Passenger Starting Gossip (uncredited) | |
| Charlie Hall | ... | Ship's Bartender (uncredited) | |
| Eddie Hall | ... | Man on Stairs with Blonde (uncredited) | |
| Jane Hamilton | ... | Woman (uncredited) | |
| Sam Harris | ... | Passenger Walking Dog (uncredited) | |
| Sam Hayes | ... | Dispatcher (uncredited) | |
| Charles Irwin | ... | Fire Drill Steward (uncredited) | |
| Tiny Jones | ... | Flower Woman (uncredited) | |
| Lew Kelly | ... | Policeman at Jail (uncredited) | |
| George Magrill | ... | Room Steward (uncredited) (unconfirmed) | |
| Marie Marks | ... | Woman (uncredited) | |
| Alphonse Martell | ... | Doorman (uncredited) | |
| Torben Meyer | ... | Show Producer (uncredited) | |
| Frank Moran | ... | Process Server (uncredited) | |
| Mantan Moreland | ... | Undetermined Role (uncredited) (unconfirmed) | |
| Henry Mowbray | ... | Radio Officer (uncredited) | |
| Leonard Mudie | ... | Room Service Waiter (uncredited) | |
| Vesey O'Davoren | ... | Ship's Bartender (uncredited) | |
| Jack Rice | ... | Hotel Desk Clerk (uncredited) | |
| Matty Roubert | ... | Elevator Operator (uncredited) | |
| George Savidan | ... | Errand Boy (uncredited) | |
| Rolfe Sedan | ... | Ballet Master (uncredited) | |
| Mary Stewart | ... | Dancer and Singer (uncredited) | |
| Spencer Teakle | ... | Undetermined Role (uncredited) | |
| Pete Theodore | ... | Linda's Dancing Partner (uncredited) | |
| Richard Tucker | ... | Mr. Russell - Attorney (uncredited) | |
| Marek Windheim | ... | Ballet Master (uncredited) | |
| Sam Wren | ... | Charlie (uncredited) | |
| Emma Young | ... | Tai (uncredited) | |
Directed by | |||
| Mark Sandrich | |||
Writing credits | ||
| Allan Scott | (screenplay) and | |
| Ernest Pagano | (screenplay) | |
| P.J. Wolfson | (adaptation) | |
| Lee Loeb | (story) and | |
| Harold Buchman | (story) | |
| Anne Morrison Chapin | contributor to treatment (uncredited) | |
| James Gow | contributor to screenplay construction (uncredited) | |
| Edmund H. North | contributor to screenplay construction (uncredited) | |
Produced by | |||
| Pandro S. Berman | .... | producer (uncredited) | |
Original Music by | |||
| George Gershwin | |||
| Robert Russell Bennett | (uncredited) | ||
| Nathaniel Shilkret | (uncredited) | ||
Cinematography by | |||
| David Abel | (photographed by) | ||
| Joseph F. Biroc | (uncredited) | ||
Film Editing by | |||
| William Hamilton | |||
Art Direction by | |||
| Van Nest Polglase | |||
Makeup Department | |||
| Mel Berns | .... | makeup artist (uncredited) | |
Production Management | |||
| J.R. Crone | .... | production manager (uncredited) | |
Second Unit Director or Assistant Director | |||
| Argyle Nelson | .... | assistant director (uncredited) | |
Art Department | |||
| Carroll Clark | .... | associate art director | |
| Darrell Silvera | .... | set dressing | |
Sound Department | |||
| Hugh McDowell Jr. | .... | sound recordist | |
Special Effects by | |||
| Vernon L. Walker | .... | special effects (as Vernon Walker) | |
Camera and Electrical Department | |||
| J. Roy Hunt | .... | camera operator (uncredited) | |
| John Miehle | .... | still photographer (uncredited) | |
| Cliff Shirpser | .... | assistant camera (uncredited) | |
Costume and Wardrobe Department | |||
| Irene | .... | gowns: Miss Rogers | |
| Edith Clark | .... | wardrobe attendant (uncredited) | |
Music Department | |||
| Nathaniel Shilkret | .... | musical director | |
| Robert Russell Bennett | .... | music arranger (uncredited) | |
| Hal Borne | .... | musician: rehearsal pianist (uncredited) | |
| Joseph A. Livingston | .... | music arranger (uncredited) | |
Other crew | |||
| Harry Losee | .... | ballet stager | |
| Hermes Pan | .... | ballet stager | |
| Harry Cornbleth | .... | stand-in: Fred Astaire (uncredited) | |
| Eddie Hall | .... | stand-in: Edward Everett Horton (uncredited) | |
| John Huettner | .... | stand-in: Edward Everett Horton (uncredited) | |
| Marie Osborne | .... | stand-in: Ginger Rogers (uncredited) | |
| Paul Rochin | .... | stand-in (uncredited) | |
| Harry Timms | .... | stand-in (uncredited) | |
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| On the Town | Funny Girl | The Band Wagon | Singin' in the Rain | Valentino |
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Considered a lesser Astaire-Rogers starring vehicle this slim-plotted musical is still a delight thanks to 3 great Gershwin songs: They Can't Take That Away from Me, Let's Call the Whole Thing Off, and They All Laughed. Slap That Brass isn't bad either.
Astaire plays a ballet star (!) who wants to dance jazz; Rogers plays a brassy revue star who is bored by men. They have two terrific dance numbers together: They All Laughed and a roller skating dance to Let's Call the Whole Thing Off.
Throw into the mix the always fun Edward Everett Horton and Eric Blore and you have a smooth and easy musical with great comedy support. Unfortunately the film also has the blah Ketti Gallian who has NO appeal whatsoever and the overblown Harriet Hoctor who was as mediocre as they come. Her ballet number is boring. Jerome Cowan, William Brisbane, and Ann Shoemaker add nothing. Indeed the film looks badly edited as Shoemaker, who gets good billing, has one brief scene aboard ship. Also Cowan has a confederate about halfway thru the film who is never even identified.
Still worth seeing for the great Gershwin songs and the matchless Ginger Rogers and Fred Astaire.