| Photos (see all 4 | slideshow) |
| Fred Astaire | ... | Charlie Hill | |
| Vera-Ellen | ... | Angela Bonfils | |
| Marjorie Main | ... | Mrs. Phineas Hill | |
| Keenan Wynn | ... | Max Ferris | |
| Alice Pearce | ... | Elsie Wilkins | |
| Clinton Sundberg | ... | Gilford Spivak | |
| Gale Robbins | ... | Dixie 'Deadshot' McCoy | |
| rest of cast listed alphabetically: | |||
| Oliver Blake | ... | Currier (Wedding Portrait) (uncredited) | |
| George Boyce | ... | Bowery Bum (uncredited) | |
| Carol Brewster | ... | One of Frenchie's girls (uncredited) | |
| Dorinda Clifton | ... | One of Frenchie's Girls (uncredited) | |
| James Conaty | ... | Supper Club Extra (uncredited) | |
| Jean Corbett | ... | One of Frenchie's Girls (uncredited) | |
| Charles Cross | ... | Bowery Bum (uncredited) | |
| Roger Davis | ... | Hills' Butler (uncredited) | |
| Pamela Drake | ... | One of Frenchie's Girls (uncredited) | |
| Tom Dugan | ... | With Wedding Gift of Stolen Silver (uncredited) | |
| Joe Evans | ... | Bowery Bum (uncredited) | |
| Lisa Ferraday | ... | Frenchie (uncredited) | |
| Mary Jane French | ... | One of Frenchie's Girls (uncredited) | |
| Al Gallagher | ... | Bowery Bum (uncredited) | |
| Billy Griffith | ... | Ives (Wedding Portrait) (uncredited) | |
| Percy Helton | ... | Presents Angela with flowers (uncredited) | |
| Lola Kendrick | ... | One of Frenchie's Girls (uncredited) | |
| Donald Kerr | ... | Bowery Bum Wearing Red Bow Tie (uncredited) | |
| Helen Kimbell | ... | One of Frenchie's Girls (uncredited) | |
| Meredith Leeds | ... | One of Frenchie's girls (uncredited) | |
| Sandee Marriott | ... | Bowery Bum (uncredited) | |
| Harold Miller | ... | Supper Club Extra (uncredited) | |
| Joe Niemeyer | ... | Bowery Bum (uncredited) | |
| Betty Jean Onge | ... | One of Frenchie's Girls (uncredited) | |
| Jetsy Parker | ... | One of Frenchie's Girls (uncredited) | |
| Bud Penny | ... | Bowery Bum (uncredited) | |
| Walter Ridge | ... | Bowery Bum (uncredited) | |
| Buddy Roosevelt | ... | Cab Driver (uncredited) | |
| Reginald Simpson | ... | Casino Headwaiter (uncredited) | |
| Henry Slate | ... | Police Sgt. Clancy (uncredited) | |
| Harry Tenbrook | ... | Bowery Bum Wearing Dark Reddish Coat (uncredited) | |
| Beverly Thomas | ... | One of Frenchie's Girls (uncredited) | |
| Dick Wessel | ... | With Wedding Gift of Stolen Silver (uncredited) | |
| Lyn Wilde | ... | One of Frenchie's girls (uncredited) | |
Directed by | |||
| Charles Walters | |||
Writing credits | ||
| C.M.S. McLellan | (play) (as Hugh Morton) | |
| Chester Erskine | (adaptation) | |
| Robert O'Brien | (writer) & | |
| Irving Elinson | (writer) | |
Produced by | |||
| Arthur Freed | .... | producer | |
| Roger Edens | .... | associate producer (uncredited) | |
Cinematography by | |||
| Robert H. Planck | (director of photography) (as Robert Planck) | ||
Film Editing by | |||
| Albert Akst | |||
Art Direction by | |||
| Cedric Gibbons | |||
| Jack Martin Smith | |||
Set Decoration by | |||
| Richard Pefferle | |||
| Edwin B. Willis | |||
Costume Design by | |||
| Helen Rose | (costumes: women) | ||
| Gile Steele | (costumes: men) | ||
Makeup Department | |||
| Sydney Guilaroff | .... | hair designer | |
| William Tuttle | .... | makeup designer | |
Second Unit Director or Assistant Director | |||
| Al Jennings | .... | assistant director (uncredited) | |
Sound Department | |||
| Douglas Shearer | .... | recording supervisor | |
Special Effects by | |||
| Warren Newcombe | .... | special effects | |
| Irving G. Ries | .... | special effects | |
Music Department | |||
| Robert Alton | .... | musical numbers staged and directed by | |
| Maurice De Packh | .... | orchestrator (as Maurice DePackh) | |
| Adolph Deutsch | .... | musical director | |
| Conrad Salinger | .... | orchestrator | |
| Alexander Courage | .... | orchestrator (uncredited) | |
| Robert Franklyn | .... | orchestrator (uncredited) | |
| Robert Tucker | .... | music arranger: vocal arrangements (uncredited) | |
Other crew | |||
| James Gooch | .... | technicolor color consultant | |
| Henri Jaffa | .... | technicolor color consultant | |
| Marilyn Christine | .... | assistant choreographer (uncredited) | |
| Alex Romero | .... | assistant choreographer (uncredited) | |
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| Full cast and crew | Company credits | External reviews |
| IMDb Comedy section | IMDb USA section | Add this title to MyMovies |
Not one of Freds best, although there are moments of entertainment if you skip the plot. The dancing is, as always, in a Fred Astaire film, the highlight. The songs are not memorable except his signature I WANT TO BE A DANCIN MAN. Vera Ellen makes a great partner and their numbers together are worth watching. Wish the plot were more plausible. The Marjorie Main character knows and helps the Vera Ellen character at a shelter, but her nephew, Astaire, doesn't know about it? The DVD transfer is marvelous, the costumes exceptional and the dancing wonderful, so it does deserve at least 3 stars for that. They could have omitted the "dancing in the air" bit. That brought the movie way down. I know it's fantasy, but please!!