| Photos (see all 5 | slideshow) |
| Mickey Rooney | ... | James 'Jimmy' Connors | |
| Judy Garland | ... | Mary Holden | |
| Paul Whiteman and Orchestra | ... | Group Performers | |
| June Preisser | ... | Barbara Frances Morgan | |
| William Tracy | ... | Philip 'Phil' Turner | |
| Larry Nunn | ... | Willie Brewster | |
| Paul Whiteman | ... | Paul Whiteman | |
| Margaret Early | ... | Annie | |
| Ann Shoemaker | ... | Mrs. Jessie Connors | |
| Francis Pierlot | ... | Mr. Judd | |
| Virginia Brissac | ... | Mrs. May Holden | |
| George Lessey | ... | Mr. Morgan | |
| Enid Bennett | ... | Mrs. Morgan | |
| Howard C. Hickman | ... | Doctor (as Howard Hickman) | |
| Sarah Edwards | ... | Miss Hodges, a Teacher | |
| Milton Kibbee | ... | Mr. Holden | |
| Helen Jerome Eddy | ... | Mrs. Brewster | |
| rest of cast listed alphabetically: | |||
| Jack Baxley | ... | Ice Cream Concessionaire (scenes deleted) | |
| Harlan Briggs | ... | Doctor (scenes deleted) | |
| Harry Harvey | ... | Shooting Gallery Concessionaire (scenes deleted) | |
| Earle Hodgins | ... | Hammer Concessionaire (scenes deleted) | |
| Jack Kenny | ... | Hot Dog Concessionaire (scenes deleted) | |
| Harry Lash | ... | Hot Dog Concessionaire (scenes deleted) | |
| Jimmie Lucas | ... | Barker (scenes deleted) | |
| Margaret McWade | ... | Old Lady (scenes deleted) | |
| David Oliver | ... | Ferris Wheel Barker (scenes deleted) | |
| Ed Payson | ... | Wrestler (scenes deleted) | |
| Margaret Seddon | ... | Old Lady (scenes deleted) | |
| Phil Silvers | ... | Pitch Man (scenes deleted) | |
| Lowden Adams | ... | Morgan's Butler (uncredited) | |
| Jack Albertson | ... | Barker (uncredited) | |
| Richard Allen | ... | Policeman (uncredited) | |
| Eddie Buzard | ... | Young Man (uncredited) | |
| Elliot Carpenter | ... | Henry, the Train Porter (uncredited) | |
| Don Castle | ... | Charlie (uncredited) | |
| Maxine Cook | ... | Girl (uncredited) | |
| Vondell Darr | ... | Indian Love Lyrics Student (uncredited) | |
| Joe Devlin | ... | 3 Balls 10¢ Attendant (uncredited) | |
| Mary Jo Ellis | ... | Student (uncredited) | |
| Roland Got | ... | Morgan's House Boy (uncredited) | |
| Lois James | ... | Student (uncredited) | |
| Louise La Planche | ... | Student (uncredited) | |
| Linda Leighton | ... | Student (uncredited) | |
| Lois Lindsay | ... | Dancer (uncredited) | |
| Margaret Marquis | ... | 'Antony and Cleopatra' Girl (uncredited) | |
| Mickey Martin | ... | Boy (uncredited) | |
| Harry McCrillis | ... | Booper Martin, Tuba Player (uncredited) | |
| Sidney Miller | ... | Sid, a Student (uncredited) | |
| Jack Mulhall | ... | Man Phoning in Constest Winner (uncredited) | |
| Wallace Musselwhite | ... | Student (uncredited) | |
| Sherrie Overton | ... | 'Romeo and Juliet' Girl (uncredited) | |
| Dick Paxton | ... | Dick, Second Trumpet Player (uncredited) | |
| Naida Reynolds | ... | Student (uncredited) | |
| Henry Roquemore | ... | Mr. Mollison (uncredited) | |
| Virginia Sale | ... | Music Teacher (uncredited) | |
| Helen Seamon | ... | Student (uncredited) | |
| Charles Smith | ... | Decline and Fall of the Roman Empire' Boy (uncredited) | |
| Myron Speth | ... | Student (uncredited) | |
| Leonard Sues | ... | Leonard, Trumpet Player (uncredited) | |
| Victoria Vinton | ... | Dancer (uncredited) | |
| Billy Wayne | ... | Clown (uncredited) | |
| Douglas Wilson | ... | Student (uncredited) | |
| Joe Yule | ... | Ticket Seller at Fair (uncredited) | |
Directed by | |||
| Busby Berkeley | |||
Writing credits | ||
| John Monks Jr. | (screenplay) and | |
| Fred F. Finklehoffe | (screenplay) (as Fred Finklehoffe) | |
| Kay Van Riper | contributor to treatment and dialogue (uncredited) and | |
| Herbert Fields | uncredited | |
Produced by | |||
| Arthur Freed | .... | producer | |
Original Music by | |||
| Leo Arnaud | (uncredited) | ||
| George Stoll | (uncredited) | ||
Cinematography by | |||
| Ray June | |||
Film Editing by | |||
| Ben Lewis | |||
Art Direction by | |||
| Cedric Gibbons | |||
Set Decoration by | |||
| Edwin B. Willis | |||
Makeup Department | |||
| Jack Dawn | .... | makeup designer | |
Production Management | |||
| Charles Stallings | .... | unit manager (uncredited) | |
Second Unit Director or Assistant Director | |||
| William Ryan | .... | assistant director (uncredited) | |
Art Department | |||
| John S. Detlie | .... | associate art director | |
| Henry Rox | .... | designer: fruit models | |
Sound Department | |||
| Douglas Shearer | .... | recording director | |
Animation Department | |||
| George Pal | .... | animator (uncredited) | |
Costume and Wardrobe Department | |||
| Gile Steele | .... | wardrobe: men | |
| Dolly Tree | .... | wardrobe: women | |
Music Department | |||
| Leo Arnaud | .... | orchestrator | |
| Leo Arnaud | .... | vocal arranger | |
| Merrill Pye | .... | musical presentation | |
| Conrad Salinger | .... | orchestrator | |
| Conrad Salinger | .... | vocal arranger | |
| George Stoll | .... | musical director (as Georgie Stoll) | |
| George Bassman | .... | orchestrator (uncredited) | |
| Vincente Minnelli | .... | idea: animated fruit orchestra (uncredited) | |
| Robert Van Eps | .... | orchestrator (uncredited) | |
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| Full cast and crew | Company credits | External reviews |
| News articles | IMDb Comedy section | IMDb USA section |
| Add this title to MyMovies |
The musical numbers make this film. "Our Love Affair" is delightful, as is the scene where a bowl of fruit is turned into an orchestra. The first time I saw that scene, even in the year 1999, I thought it was marvelous. Computer animation can't compare. All of the other numerous musical numbers in this film are very fun to watch. One of my favorite things about this film, though, is Judy Garland. You have to love her. I love the song "Nobody" in this movie, with Judy singing of famous pairs in history, and then singing, "but I ain't got nobody". Take this film for what it is, wonderful musical numbers with Mickey and Judy!