"Two sailors on shore leave head out for four days of partying – only to become involved in the affairs of an aspiring singer and her precocious nephew."
Frank Sinatra
as Clarence Doolittle
Kathryn Grayson
as Susan Abbott
Gene Kelly
as Joseph Brady
José Iturbi
as Himself
Dean Stockwell
as Donald Martin
Pamela Britton
as Girl from Brooklyn
Rags Ragland
as Police Sergeant
Billy Gilbert
as Cafe Manager
Henry O'Neill
as Admiral Hammond
Carlos Ramírez
as Carlos
Edgar Kennedy
as Police Captain
Grady Sutton
as Bertram Kraler
Leon Ames
as Admiral's Aide
Sharon McManus
as Little Girl Beggar
James Flavin
as Radio Cop
James Burke
as Studio Cop
Henry Armetta
as Hamburger Man
Chester Clute
as Iturbi's Assistant
Mimi Aguglia
as Old Lady (uncredited)
Bobby Barber
as Salad Cook on Olvera Street (uncredited)
Douglas Cowan
as Sailor (uncredited)
Eddie Hall
as Sailor Discussing Lola (uncredited)
Milton Kibbee
as Bartender Serving Double Scotch (uncredited)
Gloria Marlen
as Woman (uncredited)
Robert Emmett O'Connor
as Cop (uncredited)
Garry Owen
as 2nd Soldier at USO (uncredited)
Ray Teal
as Assistant Movie Director (uncredited)
Paulita Arvizu
as Cashier in Café (uncredited)
Harry Barris
as Sailor Asking Joe to Get Autographs (uncredited)
Joseph E. Bernard
as Old Doorman (uncredited)
Sara Berner
as Jerry Mouse (voice) (uncredited)
Steve Brodie
as Soldier (uncredited)
Alex Callam
as Commander (uncredited)
James Carlisle
as Test Director (uncredited)
Wally Cassell
Charles Coleman
as Iturbi's Butler (uncredited)
Henry H. Daniels Jr.
Frank Darien
as Hollywood Bowl Janitor (uncredited)
Romere Darling
as Waitress (uncredited)
Joe Dominguez
as Man in Caé (uncredited)
Lester Dorr
as Assistant Director (uncredited)
Ralph Dunn
as Hollywood Bowl Cop (uncredited)
Virginia Engels
as Woman with Cop (uncredited)
Sam Finn
William Forrest
as Movie Director (uncredited)
Don Garner
Jane Green
as USO Mother (uncredited)
Phil Hanna
Lottie Harrison
as Phone Operator (uncredited)
Jack Harvey
as Admiral (uncredited)
Joe Haworth
as Marine (uncredited)
Ben Heideman
as Mexican Cook (uncredited)
Robert Homans
as Old Cop (uncredited)
John James
Nolan Leary
as Milkman (uncredited)
Ruth Lee
as Kindergarten Teacher (uncredited)
Orley Lindgren
as Boy (uncredited)
Jack Luden
Peggy Maley
as Lana Turner Impersonator (uncredited)
Frank Marlowe
as Shore Patrol Officer (uncredited)
Lock Martin
as Giant (uncredited)
Esther Michelson
as Hamburger Woman (uncredited)
Frank Mitchell
Connie Montoya
Forbes Murray
as Passerby (uncredited)
Billy Nelson
Bea Nigro
as (uncredited)
Netta Packer
Milton Parsons
as Man with Beard (uncredited)
Lee Phelps
Tom Quinn
Allen Ray
Paul Regan
Renie Riano
as Studio Waitress (uncredited)
Sondra Rodgers
as Jean (uncredited)
Naomi Scher
Jerry Shane
Connie Starr
Tom Trout
Elinor Troy
as Tall Woman (uncredited)
Arthur Walsh
Jerry Warren
Claire Whitney
Florence Wix
as Ride-Sharing Actress (uncredited)
Marjorie Wood
William Phillips
as 1st Sailor on Pay Phone (uncredited)
John Cannon
Gloria Hope
as Receptionist (uncredited)
George Sidney
Director
Isobel Lennart
Screenplay
Natalie Marcin
Story
Joe Pasternak
Producer
Charles P. Boyle
Director of Photography
Robert H. Planck
Adrienne Fazan
Editor
Randall Duell
Art Direction
Cedric Gibbons
Edwin B. Willis
Set Decoration
Irene
Costume Supervisor
Jule Styne
Songs
Sammy Cahn
Lyricist
Choreographer
George Stoll
Music Director
Jack Dawn
Makeup Designer