"A Broadway artiste turns a faded film star's comeback vehicle into an artsy flop."
Fred Astaire
as Tony Hunter
Cyd Charisse
as Gabrielle Gerard
Oscar Levant
as Lester Marton
Nanette Fabray
as Lily Marton
Jack Buchanan
as Jeffrey Cordova
James Mitchell
as Paul Byrd
Robert Gist
as Hal
Ava Gardner
as Ava Gardner (uncredited)
Don Beddoe
as Producer (uncredited)
Henry Corden
as Orchestra Leader (uncredited)
Steve Forrest
as Passenger on Train (uncredited)
Bess Flowers
as Train Passenger (uncredited)
India Adams
as Gabrielle Gerard (singing voice) (uncredited)
Douglas Fowley
as Auctioneer (uncredited)
Thurston Hall
as Colonel Tripp (uncredited)
Frank McLure
as Investor (uncredited)
Julie Newmar
as Salon Model / Chorine in Girl Hunt Ballet (uncredited)
Colin Kenny
as Drunk Outside Arcade (uncredited)
Bert Stevens
as Train Station Passenger (uncredited)
Harold Miller
as Bystander in Girl Hunt Ballet (uncredited)
Brandon Beach
as Auction Guest (uncredited)
Leroy Daniels
as Arcade Shoeshine Man (uncredited)
Dorinda Clifton
as Dancer (uncredited)
Emory Parnell
as Man on Train (uncredited)
Madge Blake
James Carlisle
as Theatre Patron (uncredited)
Dick Cherney
as Audience Member (uncredited)
Tom Coleman
as Waiter (uncredited)
Roy Engel
as Reporter (uncredited)
Al Ferguson
as Stagehand (uncredited)
Jack Gargan
as Hotel Doorman (uncredited)
Herschel Graham
as Ballet Audience Member (uncredited)
Ted Jordan
as Chorus Member in Hotel Suite (uncredited)
John Lupton
as Jack - Prompter (uncredited)
Ann McCrea
Manuel París
Frank J. Scannell
Hal Taggart
as Undetermined Role (uncredited)
Herb Vigran
Dick Gordon
Rudy Germane
as Restaurant Patron (uncredited)
Richard Alexander
George Ford
as Auctioneer's Assistant (uncredited)
George Sherwood
Harry Stanton
Betty Comden
Story
Arthur Freed
Producer
Harry Jackson
Director of Photography
Cedric Gibbons
Art Direction
George White
Editor
Vincente Minnelli
Director
Adolph Green
Albert Akst
E. Preston Ames
Mary Ann Nyberg
Costume Design
Douglas Shearer
Recording Supervision
William Tuttle
Makeup Designer
John Truwe
Makeup Artist
Sydney Guilaroff
Hairstylist
Jerry Thorpe
Assistant Director
Michael Kidd
Choreographer
Robert Brower
Other
Edwin B. Willis
Set Decoration
Oliver Smith
Production Design
Arthur Schwartz
Songs
Conrad Salinger
Orchestrator
Skip Martin
Screenplay
Howard Dietz
Alexander Courage
F. Keogh Gleason
Adolph Deutsch
Music Director
Henri Jaffa
Warren Newcombe
Special Effects
Roger Edens
Associate Producer