
| Bing Crosby | ... | Jeff Lambert |

| Mary Martin | ... | Betty Lou Cobb |

| Brian Donlevy | ... | Memphis |
 | Carolyn Lee | ... | Aunt Phoebe Cobb |
 | Eddie 'Rochester' Anderson | ... | Louey (as Rochester) |
 | J. Carrol Naish | ... | Blackie |
 | Warren Hymer | ... | Limpy |
 | Horace McMahon | ... | Wolf (as Horace MacMahon) |
 | Ruby Elzy | ... | Ruby |
 | Jack Teagarden | ... | Pepper |
 | Danny Beck | ... | Deek |
 | Harry Barris | ... | Suds |
 | Perry Botkin Sr. | ... | Leo |
 | Minor Watson | ... | Henri Lambert |
 | Harry Rosenthal | ... | Piano player |
 | Donald Kerr | ... | Skeeter, Barbershop Musician |
 | Barbara Pepper | ... | Maizie |
 | Cecil Kellaway | ... | Granet |
 | Ronnie Cosby | ... | Jeff, as a boy (as Ronnie Cosbey) |
 | Ted Lewis | ... | Himself, Ted Lewis (archive footage) |
 | Duke Ellington | ... | Himself, Duke Ellington (archive footage) |

| Louis Armstrong | ... | Himself (archive footage) |
 | Tommy Dorsey | ... | Himself, Tommy Dorsey (archive footage) |
 | Jimmy Dorsey | ... | Himself, Jimmy Dorsey (archive footage) |
 | Benny Goodman | ... | Himself, Benny Goodman (archive footage) |
 | Paul Whiteman | ... | Himself, Paul Whiteman (archive footage) |
| rest of cast listed alphabetically: |
 | Rose Allen | ... | Woman in theater (uncredited) |
 | Roscoe Ates | ... | Cab driver (uncredited) |
 | Kathryn Bates | ... | Woman in theater (uncredited) |
 | Brooks Benedict | ... | Dance Floor Extra (uncredited) |
 | Nell Craig | ... | Woman in theater (uncredited) |
 | Jimmie Dundee | ... | Jake (a thug) (uncredited) |
 | Pearl Early | ... | Woman in theater (uncredited) |
 | Sarah Edwards | ... | Dowager in cafe (uncredited) |
 | Edward Emerson | ... | Mayor's son in cafe (uncredited) |
 | Betty Farrington | ... | Woman in theater (uncredited) |
 | John Gallaudet | ... | Dude in pool parlor (uncredited) |
 | Grace Hayle | ... | Fat woman in cafe (uncredited) |
 | Brandon Hurst | ... | Headwaiter in cafe (uncredited) |
 | Payne B. Johnson | ... | Boy in theater (uncredited) |
 | Yvonne Jungquist | ... | Girl in illustrated slides (uncredited) |
 | Alice Keating | ... | Woman in theater (uncredited) |
 | Richard Keene | ... | Stage manager (uncredited) |

| Charles Lane | ... | Wilbur, Theater Manager (uncredited) |
 | Jeni Le Gon | ... | Black girl in jail (uncredited) |
 | Jimmie Lucas | ... | Man outside of jail (uncredited) |
 | James T. Mack | ... | Undetermined role (uncredited) |
 | Sam McDaniel | ... | Black clarinet player (uncredited) |
 | John 'Skins' Miller | ... | Skinny man in cafe (uncredited) |
 | Bert Moorhouse | ... | Cafe Diner (uncredited) |
 | Mantan Moreland | ... | Black trumpet player (uncredited) |
 | Edmund Mortimer | ... | Cafe Patron (uncredited) |
 | Joe Ploski | ... | Dance Extra (uncredited) |
 | Oscar Polk | ... | Man in Jail (uncredited) |
 | Victor Potel | ... | Trumpet player (beer garden) (uncredited) |
 | Lillian Randolph | ... | Dancing Woman (uncredited) |
 | Keith Richards | ... | Man in illustrated slides (uncredited) |
 | Cyril Ring | ... | Cafe Patron (uncredited) |
 | Bert Roach | ... | Fat man Sleeping in Theater (uncredited) |
 | Constantine Romanoff | ... | One of Blackie's Thugs (uncredited) |
 | Hayden Stevenson | ... | Stagehand (uncredited) |
 | Mary Thomas | ... | Child in theater (uncredited) |
 | Bess Wade | ... | Woman in theater (uncredited) |
 | Evelyn West | ... | Woman in theater (uncredited) |
 | Pat West | ... | Proprietor of pool hall (uncredited) |
 | Ernest Whitman | ... | Fancy-Pants, Doorman (uncredited) |
 | Guy Wilkerson | ... | Man outside of jail (uncredited) |
 | Harry Wilson | ... | One of Blackie's Thugs (uncredited) |
As with many musicals of the era, the little girl of the film sparks a sort of magic, something Carolyn Lee was quite good at. She first appears as six-year-old "Aunt Phoebe" sliding down a spiral banister and landing on Bing Crosby's lap, after which she smashes his lucky hat. Bing, nice guy that he is, takes her on his lap and smiles tremendously. So Phoebe becomes a sort of mascot/hanger-on of the early New Orleans blues band that struggles to survive against strong prejudices against "darkie" music. Every time she opens her little mouth to say a few lines I found myself giggling at her. Some of her pranks are quite memorable. I especially liked the scene where she paints herself in white-face and puts a girdle on for a dress. Her little broom dance with Rochester is also adorable. Carolyn was a very funny little girl. Towards the end of the movie Bing picks her up and lullabies her to sleep with the #1 hit song of 1941, "Melancholy Baby". I never imagined this song was written to sing to six-year-old Carolyn Lee. The Melancholy Baby scene alone is worth the price of admission.
The movie is well filmed, the jazz is great, the acting good and the story interesting. Bing is at his best, Mary Martin is gorgeous and Brian Donlevy with his rakish mustache is quite the rogue. One thing I liked about the film was the close, friendly relationships between the African-American and White jazz musicians. Seems like the jazz folks were ahead of their time and we can only wish that the rest of the country will eventually catch up.