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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 | |
| 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) | |
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) | |
| Company credits | Box office and business | Technical specifications |
| Soundtrack listing | Main details |