Bing Crosby .... Jim Hardy
Fred Astaire .... Ted Hanover
Marjorie Reynolds .... Linda Mason
Virginia Dale .... Lila Dixon
Walter Abel .... Danny Reed
Louise Beavers .... Mamie
Irving Bacon .... Gus
Marek Windheim .... François
James Bell .... Dunbar
John Gallaudet .... Parker
Shelby Bacon .... Vanderbilt
Joan Arnold .... Daphne
Edward Arnold Jr. .... Second dancer Ted bumps into (uncredited)
Loretta Barnett .... Dancer (uncredited)
Harry Barris .... Midnight Club orchestra leader (uncredited)
Muriel Barr .... Dancer (uncredited)
Patsy Bedell .... Dancer (uncredited)
Leon Belasco .... Flower shop proprietor (uncredited)
Brooks Benedict .... Dance extra (uncredited)
Karin Booth .... Hat check girl (uncredited)
Ralph Brooks .... Dance extra (uncredited)
Donald Brown .... Child dancer (uncredited)
William Cabanne .... Boy (uncredited)
Ruth Clifford .... Woman (uncredited) (unconfirmed)
Marion Colby .... Dancer (uncredited)
Laurie Douglas .... Girl (uncredited)
June Ealey .... Specialty dancer (uncredited)
Edward Emerson .... Man at the inn (uncredited)
Julia Faye .... Woman (uncredited) (unconfirmed)
Glen Forbes .... Dancer (uncredited)
Lynda Grey .... Girl (uncredited)
Kenneth Griffith .... Boy (uncredited)
Mildred Harris .... Woman (uncredited) (unconfirmed)
Oscar 'Dutch' Hendrian .... Nightclub doorman (uncredited)
Robert Homans .... Pop (uncredited)
Bud Jamison .... Santa Claus (uncredited)
Kitty Kelly .... Drunk (uncredited)
Louise La Planche .... Girl (uncredited)
Teala Loring .... Cigarette girl (uncredited)
Robert Locke Lorraine .... Dancer (uncredited)
Douglas MacArthur .... Himself in montage (archive footage) (uncredited)
Lora Lee Michel .... Girl (uncredited)
Ross Murray .... Dancer (uncredited)
Anthony Nace .... First dancer Ted bumps into (uncredited)
Jane Novak .... Woman (uncredited) (unconfirmed)
Bob Crosby Orchestra .... Musicians (uncredited)
Reed Porter .... Assistant director (uncredited)
Rebel Randall .... Girl (uncredited)
Keith Richards .... Assistant director (uncredited)
Cyril Ring .... Man in montage (uncredited)
Ronald R. Rondell .... Orchestra leader (uncredited)
Franklin Delano Roosevelt .... Himself in montage (archive footage) (uncredited)
Mel Ruick .... Man (uncredited)
Jack Shea .... Dance extra (uncredited)
Barbara Slater .... Girl (uncredited)
David Tihmar .... Specialty dancer (uncredited)
Jacques Vanaire .... Waiter (uncredited)

Lovely Linda Mason has crooner Jim Hardy head over heels, but suave stepper Ted Hanover wants her for his new dance partner after femme fatale Lila Dixon gives him the brush. Jim's supper club, Holiday Inn, is the setting for the chase by Hanover and manager Danny Reed. The music's the thing.

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