| Fred Astaire | ... | Himself (in "Here's to the Ladies") / Raffles (in "This Heart of Mine") / Tai Long (in "Limehouse Blues") / Gentleman (in "The Babbit and the Bromide") | |
| Lucille Ball | ... | Herself in 'Here's to the Ladies' | |
| Lucille Bremer | ... | Princess in 'This Heart of Mine' / Moy Ling in 'Limehouse Blues' | |
| Fanny Brice | ... | Norma in 'A Sweepstakes Ticket' | |
| Judy Garland | ... | The Star in 'A Great Lady Has An Interview' | |
| Kathryn Grayson | ... | Herself in 'Beauty' | |
| Lena Horne | ... | Herself in 'Love' | |
| Gene Kelly | ... | Gentleman in 'The Babbit and the Bromide' | |
| James Melton | ... | Alfredo in scene from 'La Traviata' | |
| Victor Moore | ... | Lawyer's Client in 'Pay the Two Dollars' | |
| Red Skelton | ... | J. Newton Numbskull in 'When Television Comes' | |
| Esther Williams | ... | Herself in 'A Water Ballet' | |
| William Powell | ... | Florenz Ziegfeld Jr. | |
| Edward Arnold | ... | Lawyer in 'Pay the Two Dollars' | |
| Marion Bell | ... | Violetta in scene from 'La Traviata' | |
| Cyd Charisse | ... | Dance Specialty | |
| Hume Cronyn | ... | Monty (in "A Sweepstakes Ticket") | |
| William Frawley | ... | Martin in 'A Sweepstakes Ticket' | |
| Robert Lewis | ... | Chinese Gentleman in 'Limehouse Blues' / Telephone Voice in 'Number Please' | |
| Virginia O'Brien | ... | Herself in 'Here's to the Ladies' | |
| Keenan Wynn | ... | Caller in 'Number Please' | |
| rest of cast listed alphabetically: | |||
| Bunin's Puppets | ... | The Puppets | |
| Van Johnson | ... | Specialty (scenes deleted) | |
| Marilyn Maxwell | ... | Specialty (scenes deleted) | |
| Rod Alexander | ... | Chorus Boy (uncredited) | |
| Robert Ames | ... | Masked Man in 'Limehouse Blues' (uncredited) | |
| Karin Booth | ... | Ziegfeld Girl (uncredited) | |
| Helen Boyce | ... | Countess in 'This Heart of Mine' (uncredited) | |
| Lucille Casey | ... | Ziegfeld Girl (uncredited) | |
| Elise Cavanna | ... | Tall Woman (uncredited) | |
| Feodor Chaliapin Jr. | ... | Lieutenant in 'This Heart of Mine' (uncredited) | |
| Naomi Childers | ... | Duchess in 'This Heart of Mine' (uncredited) | |
| Milton Chisholm | ... | Chorus Boy (uncredited) | |
| Charles Coleman | ... | Major-Domo in 'This Heart of Mine' (uncredited) | |
| Aina Constant | ... | Ziegfeld Girl (uncredited) | |
| Joseph Crehan | ... | First Judge in 'Pay the Two Dollars' (uncredited) | |
| Dick D'Arcy | ... | Chorus Boy (uncredited) | |
| William B. Davidson | ... | Second Judge in 'Pay the Two Dollars' (uncredited) | |
| Jack Deery | ... | Extra Man (uncredited) | |
| Dante DiPaolo | ... | Chorus Boy (uncredited) | |
| Frances Donelan | ... | Ziegfeld Girl (uncredited) | |
| Natalie Draper | ... | Ziegfeld Girl (uncredited) | |
| Eddie Dunn | ... | Third Subway Policeman in 'Pay the Two Dollars' (uncredited) | |
| Rex Evans | ... | Butler in 'A Great Lady Has An Interview' (uncredited) | |
| Sam Flint | ... | Major-Domo's Assistant in 'This Heart of Mine' (uncredited) | |
| Sam Garrett | ... | Roping / Twirling Act (uncredited) | |
| Sidney Gordon | ... | Masked Man in 'This Heart of Mine' (uncredited) | |
| Aileen Haley | ... | Ziegfeld Girl (uncredited) | |
| Carol Haney | ... | Ziegfeld Girl (uncredited) | |
| Harry Hayden | ... | Warden in 'Pay the Two Dollars' (uncredited) | |
| George Hill | ... | Second Subway Policeman in 'Pay the Two Dollars' (uncredited) | |
| Shirlee Howard | ... | Ziegfeld Girl (uncredited) | |
| Don Hulbert | ... | Chorus Boy (uncredited) | |
| James King | ... | Rooster in 'Limehouse Blues' (uncredited) | |
| Peter Lawford | ... | Porky in 'Number Please' (voice) (uncredited) | |
| Harriet Lee | ... | Bar Singer in 'Limehouse Blues' (uncredited) | |
| Eugene Loring | ... | Costermonger in 'Limehouse Blues' (uncredited) | |
| Charles Lunard | ... | Masked Man in 'Limehouse Blues' (uncredited) | |
| Herb Lurie | ... | Chorus Boy (uncredited) | |
| Matt Mattox | ... | Chorus Boy (uncredited) | |
| Bert May | ... | Chorus Boy (uncredited) | |
| Helen O'Hara | ... | Ziegfeld Girl (uncredited) | |
| Garry Owen | ... | First Subway Policeman in 'Limehouse Blues' (uncredited) | |
| Jack Purcell | ... | Chorus Boy (uncredited) | |
| Tommy Rall | ... | Chorus Boy (uncredited) | |
| Jack Regas | ... | Masked Man in 'Limehouse Blues' (uncredited) | |
| Ricky Ricardi | ... | Chorus Boy (uncredited) | |
| Alex Romero | ... | Chorus Boy (uncredited) | |
| Noreen Roth | ... | Ziegfeld Girl (uncredited) | |
| Elaine Shepard | ... | Ziegfeld Girl (uncredited) | |
| Count Stefenelli | ... | Count in 'This Heart of Mine' (uncredited) | |
| Grady Sutton | ... | Texan in 'Number Please' (uncredited) | |
| Ray Teal | ... | Second Subway Policeman in 'Limehouse Blues' (uncredited) | |
| Audrey Totter | ... | Telephone Operator in 'Number Please' (voice) (uncredited) | |
| Dorothy Van Nuys | ... | Ziegfeld Girl (uncredited) | |
| Arthur Walsh | ... | Telegraph Boy in 'A Sweepstakes Ticket' (uncredited) | |
| Robert Wayne | ... | Dyseptic in 'This Heart of Mine' (uncredited) | |
| Eve Whitney | ... | Ziegfeld Girl (uncredited) | |
| Kay Williams | ... | Girl in 'Number Please' / Ziegfeld Girl (uncredited) | |
Directed by | |||
| Lemuel Ayers | (segment "Love") | ||
| Roy Del Ruth | (segment "A Sweepstakes Ticket") | ||
| Robert Lewis | (segment "Number Please") | ||
| Vincente Minnelli | (segments "This Heart of Mine", "Limehouse Blues", "A Great Lady Has an Interview", "The Babbitt and the Bromide" and "Beauty") | ||
| Merrill Pye | (segment "A Water Ballet") | ||
| George Sidney | (segments "Here's to the Girls", "Pay the Two Dollars" and "When Television Comes") | ||
| Charles Walters | (dance direction: "A Great Lady Has an Interview") | ||
Writing credits(in alphabetical order) | ||
| John Murray Anderson | writer | |
| Lemuel Ayers | story and screenplay | |
| Peter Barr | uncredited | |
| Guy Bolton | writer | |
| Allen Boretz | writer | |
| Irving Brecher | writer | |
| Eddie Cantor | writer | |
| Erik Charell | writer | |
| Harry Crane | writer | |
| Roger Edens | writer | |
| Joseph Erens | writer | |
| David Freedman | writer | |
| Devery Freeman | writer | |
| Everett Freeman | writer | |
| E.Y. Harburg | writer | |
| Lou Holtz | writer | |
| Cal Howard | writer | |
| Al Lewis | writer | |
| Robert Lewis | story and screenplay | |
| Max Liebman | writer | |
| Eugene Loring | writer | |
| Wilkie C. Mahoney | writer | |
| Jack McGowan | writer | |
| William Noble | writer | |
| James O'Hanlon | writer | |
| Samson Raphaelson | writer | |
| Philip Rapp | writer | |
| William Schorr | writer | |
| Joseph Schrank | writer | |
| Edna Skelton | segment "When Television Comes" | |
| Red Skelton | segment "When Television Comes" | |
| Frank Sullivan | writer | |
| Kay Thompson | writer | |
| Harry Tugend | uncredited | |
| Charles Walters | writer | |
| Edgar Allan Woolf | writer | |
Produced by | |||
| Arthur Freed | .... | producer | |
Cinematography by | |||
| George J. Folsey | (as George Folsey) | ||
| Charles Rosher | (director of photography) | ||
| Ray June | (uncredited) | ||
Film Editing by | |||
| Albert Akst | |||
Art Direction by | |||
| Cedric Gibbons | |||
| Merrill Pye | |||
| Jack Martin Smith | |||
| Lemuel Ayers | (uncredited) | ||
| Edward C. Carfagno | (uncredited) | ||
| Harry McAfee | (uncredited) | ||
Set Decoration by | |||
| Mac Alper | |||
| Edwin B. Willis | |||
Costume Design by | |||
| Helen Rose | |||
| Irene Sharaff | (as Sharaff) | ||
| Florence Bunin | (uncredited) | ||
| Tony Duquette | (uncredited) | ||
| Irene | (uncredited) | ||
Makeup Department | |||
| Jack Dawn | .... | makeup artist | |
| Sydney Guilaroff | .... | hair stylist | |
| Dorothy Ponedel | .... | key makeup artist (uncredited) | |
Second Unit Director or Assistant Director | |||
| Jack Greenwood | .... | assistant director | |
| Al Shenberg | .... | assistant director | |
Art Department | |||
| Mac Alper | .... | associate set decorator | |
| William Ferrari | .... | art director: puppet sequence | |
| Irene Sharaff | .... | art director: "Limehouse Blues" sequence (uncredited) | |
Sound Department | |||
| Douglas Shearer | .... | recording director | |
Camera and Electrical Department | |||
| Robert J. Bronner | .... | first assistant camera (segment "When Television Comes") (uncredited) | |
| John M. Nickolaus Jr. | .... | second camera operator (uncredited) | |
Animation Department | |||
| Lou Bunin | .... | animator | |
| Lou Chuten | .... | animation supervisor (uncredited) | |
Costume and Wardrobe Department | |||
| Irene | .... | costume supervisor | |
Music Department | |||
| Ted Duncan | .... | music arranger | |
| Roger Edens | .... | music adaptor | |
| Douglas Furber | .... | composer: song "Limehouse Blues" | |
| Lennie Hayton | .... | musical director | |
| Wally Heglin | .... | orchestrator | |
| Calvin Jackson | .... | music arranger | |
| Paul Marquardt | .... | music arranger | |
| Conrad Salinger | .... | orchestrator | |
| Kay Thompson | .... | music arranger: vocal arrangements | |
| Fletcher Henderson | .... | music arranger (uncredited) | |
Other crew | |||
| Robert Alton | .... | dance director | |
| Roy Del Ruth | .... | additional choreographer | |
| Henri Jaffa | .... | associate technicolor color director | |
| Natalie Kalmus | .... | technicolor color director | |
| Eugene Loring | .... | additional choreographer | |
| Charles Walters | .... | additional choreographer | |
| Helen Auer | .... | secretary: Mr. Freed (uncredited) | |
| Belva Lannan | .... | secretary: Mr. Edens (uncredited) | |
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| News articles | IMDb Comedy section | IMDb USA section |
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Originally, 'Ziegfeld Follies' included a number of other sketches that were discarded after several previews revealed their weak points. What was left was finally released two years later, a post-war musical that provided the kind of escapism fare audiences were still seeking from MGM. For me, the high point of the sketches is the Fred Astaire-Lucille Bremer number, 'Limehouse Blues', filmed using some of the old sets left over from 'Picture of Dorian Gray'. Another Astaire knockout is the amusing 'This Heart of Mine' where he is a pickpocket after Bremer's jewels. Judy Garland shows a wonderful sense of humor with her 'The Great Lady Gives An Interview' routine. Her comic timing was never delivered with more polish and sophistication. Some of the other musical numbers are appealing but all of the comedy scenes seemed to be straining for laughs and do nothing but date the film badly. A good technicolor print of this one will blow you away with its palette of rich colors and design. I liked the opening number with Lucille Ball cracking a whip over a bevy of cat-like beauties. If you're not keen about MGM musicals, stay away from this one. For me, it was pure gold.