Busby Berkeley
Director
Robert Z. Leonard
Director
William Anthony McGuire
Story
Sonya Levien
Screenplay
Marguerite Roberts
Screenplay
Ray June
Director of Photography
Pandro S. Berman
Producer
Blanche Sewell
Editor
Robert A. Golden
Assistant Director
Roger Edens
Music Arranger
Conrad Salinger
Orchestrator
Herbert Stothart
Original Music Composer
Joseph Ruttenberg
Director of Photography
Douglas Shearer
Sound Director
Leo Arnaud
Orchestrator
Murray Cutter
Orchestrator
George Bassman
Additional Music
George Stoll
Additional Music
Edwin B. Willis
Set Decoration
Daniel Dare
Choreographer
George Stoll
Music Director
George Hassman
Orchestrator
Adrian
Costume Design
Daniel B. Cathcart
Art Direction
Cedric Gibbons
Art Direction
Jack Dawn
Makeup Artist
Roger Edens
Songs
Nacio Herb Brown
Songs
Gus Kahn
Lyricist
John Schonberger
Songs
Malvin Schonberger
Lyricist
Harry Carroll
Songs
Joseph McCarthy
Lyricist
Ralph Freed
Lyricist
Edward Gallagher
Songs
Al Shean
Songs
Walter Donaldson
Songs
Harold Adamson
Lyricist
Judy Garland
Susan Gallagher
James Stewart
Gilbert Young
Hedy Lamarr
Sandra Kolter
Lana Turner
Sheila Regan
Jackie Cooper
Jerry Regan
Tony Martin
Frank Merton
Ian Hunter
Geoffrey Collis
Charles Winninger
'Pop' Gallagher
Edward Everett Horton
Noble Sage
Philip Dorn
Franz Kolter
Paul Kelly
John Slayton
Eve Arden
Patsy Dixon
Dan Dailey
Jimmy Walters
Al Shean
Al
Fay Holden
Mrs. Regan
Felix Bressart
Mischa
Rose Hobart
Mrs. Merton
Mae Busch
Jenny
Bernard Nedell
Nick Capalini
Ed McNamara
Mr. Regan
Renie Riano
Annie
Josephine Whittell
Perkins
Sergio Orta
Native Dancer
Jimmy Ames
Man with Wife in Front Row (Uncredited)
Roscoe Ates
Janitor Changing Pictures (Uncredited)
Joan Barclay
Actress in Slayton's Office (Uncredited)
Joyce Compton
Miss Sawyer, Auditioning Showgirl (Uncredited)
Reed Hadley
Geoffrey's Friend in Audience (Uncredited)
Colin Kenny
Croupier (Uncredited)
James Flavin
Buck (Uncredited)
Eddie Hall
Stagehand Calling for Mr. Kolter (Uncredited)
Armand Kaliz
Pierre, Headwaiter (Uncredited)
Alva Kellogg
Soloist: 'Minnie from Trinidad' Number (Uncredited)
Donald Kirke
Playboy Dating Sheila (Uncredited)
Lois Lindsay
Dancer (Uncredited)
George Lloyd
George, Speakeasy Waiter (Uncredited)
Tom Mahoney
Jailer (Uncredited)
George Noisom
Call Boy (Uncredited)
Anne O'Neal
Lady in Elevator (Uncredited)
Ginger Pearson
Salesgirl (Uncredited)
Fred Santley
Floor Manager (Uncredited)
Larry Steers
Theater Patron Watching Finale (Uncredited)
Ray Teal
Pawnbroker (Uncredited)
Ruth Tobey
Betty Regan (Uncredited)
Gayne Whitman
Ted (Uncredited)
Tex Brodus
Chorus Boy (Uncredited)
Shep Houghton
Chorus Boy (Uncredited)
Barry Norton
Palm Beach Casino Patron (Uncredited)
Bess Flowers
Palm Beach Casino Patron (Uncredited)
Bert Moorhouse
Palm Beach Casino Patron (Uncredited)
James Conaty
Man in Audience (Uncredited)
King Baggot
Man in Audience (Uncredited)
Al Hill
Truck Driver (Uncredited)
Philip Morris
Truck Driver (Uncredited)
Elliott Sullivan
Truck Driver (Uncredited)
Bill Days
Singer: Song 'Whispering' (Uncredited)
John Rarig
Singer: Song 'Whispering' (Uncredited)
Max Smith
Singer: Song 'Whispering' (Uncredited)
Dorothy Hoyle
Singer: Solo Lines in 'Ziegfeld Girls' Number (Uncredited)
Virginia Rees
Singer: Solo Lines in 'Ziegfeld Girls' Number (Uncredited)
Betty Van Allen
Singer: Solo Lines in 'Ziegfeld Girls' Number (Uncredited)
Helen Patterson
Singer: Solo Lines in 'Ziegfeld Girls' Number (Uncredited)
Rose Paidar
Singer: Solo Lines in 'Ziegfeld Girls' Number (Uncredited)
Christine Stafford
Singer: Solo Lines in 'Ziegfeld Girls' Number (Uncredited)
Myrna Dell
Ziegfeld Girl (Uncredited)
Louise La Planche
Ziegfeld Girl (Uncredited)
Harriet Bennett
Ziegfeld Girl (Uncredited)
Nina Bissell
Ziegfeld Girl (Uncredited)
Claire James
Ziegfeld Girl (Uncredited)
Dorothy Tuttle
Ziegfeld Girl (Uncredited)
Georgia Carroll
Ziegfeld Girl (Uncredited)
Jean Wallace
Ziegfeld Girl (Uncredited)
Madeline Martin
Ziegfeld Girl (Uncredited)
Frances Gladwin
Ziegfeld Girl (Uncredited)
Virginia Cruzon
Ziegfeld Girl (Uncredited)
Patricia Dane
Ziegfeld Girl (Uncredited)
Victoria Vinton
Ziegfeld Girl (Uncredited)
Vivian Mason
Ziegfeld Girl (Uncredited)
Anya Taranda
Ziegfeld Girl (Uncredited)
Amzie Strickland
Ziegfeld Girl (Uncredited)
Rebel Randall
Ziegfeld Girl (Uncredited)
Leslie Brooks
Ziegfeld Girl (Uncredited)
Irma Wilson
Ziegfeld Girl (Uncredited)
