"The late, great impresario Florenz Ziegfeld looks down from heaven and ordains a new revue in his grand old style."
William Powell
as Florenz Ziegfeld Jr.
Fred Astaire
as Fred Astaire / Raffles / Tai Long / Gentleman
Lucille Ball
as Lucille Ball (segment "Here's to the Ladies")
Lucille Bremer
as Princess ("This Heart of Mine") / Moy Ling ("Limehouse Blues")
Fanny Brice
as Norma Edelman (segment "A Sweepstakes Ticket")
Judy Garland
as Star (segment "A Great Lady Has an Interview")
Kathryn Grayson
as Kathryn Grayson (segment "Beauty")
Lena Horne
as Lena Horne (segment "Love")
Gene Kelly
as Gentleman (segment "The Babbit and the Bromide")
James Melton
as Alfredo (segment "La Traviata")
Victor Moore
as Lawyer's Client (segment "Pay the Two Dollars")
Red Skelton
as J. Newton Numbskull (segment "When Television Comes")
Esther Williams
as Esther Williams (segment "A Water Ballet")
Edward Arnold
as Lawyer (segment "Pay the Two Dollars")
Marion Bell
as Violetta (segment "La Traviata")
Cyd Charisse
as Ballerina (segment "Beauty")
Hume Cronyn
as Monty (segment "A Sweepstakes Ticket")
William Frawley
as Martin (segment "A Sweepstakes Ticket")
Robert Lewis
as Gentleman ("Limehouse Blues") / Man (voice) ("Number Please")
Virginia O'Brien
as Virginia O'Brien (segment "Here's to the Ladies")
Keenan Wynn
as Caller (segment "Number Please")
Noreen Nash
as Ziegfeld Girl (uncredited)
Eve Whitney
Melba Snowden
as Dancer
Charles Rosher
Director of Photography
Arthur Freed
Producer
Albert Akst
Editor
Vincente Minnelli
Director
Jack Greenwood
Assistant Director
Jack Martin Smith
Art Direction
Merrill Pye
Helen Rose
Costume Design
Sydney Guilaroff
Hairstylist
Al Shenberg
George J. Folsey
Cedric Gibbons
Edwin B. Willis
Set Decoration
Lemuel Ayers
George Sidney
Roy Del Ruth
George Gershwin
Songs
Roger Edens
Harry Warren
Hugh Martin
Lennie Hayton
Music Director
Kay Thompson
Ira Gershwin
Irene
Costume Supervisor
Robert Alton
Choreographer
Ralph Blane
Wally Heglin
Orchestrator
Music Arranger
Vocals
Conrad Salinger
Original Music Composer
Lyricist
Jack Dawn
Makeup Designer
Mac Alper
Assistant Set Decoration
Irene Sharaff
Eugene Loring
David Freedman
Writer
Douglas Shearer
Recording Supervision