"Jed Potter looks back on a love triangle conducted over the course of years and between musical numbers. Dancer Jed loves showgirl Mary, who loves compulsive nightclub-opener Johnny, who can't stay committed to anything in life for very long."
Bing Crosby
as Johnny Adams
Fred Astaire
as Jed Potter
Joan Caulfield
as Mary O'Hara
Billy De Wolfe
as Tony
Olga San Juan
as Nita Nova
Mikhail Rasumny
as François
Frank Faylen
as Mack
Victoria Horne
as Martha (nurse)
Karolyn Grimes
as Mary Elizabeth Adams
Jimmy Conlin
as Jeffrey - Valet (uncredited)
John Deauville
as Dancer (uncredited)
John Gallaudet
as Stage Manager (uncredited)
Audrey Korn
Cliff Nazarro
as Cliff - Piano Player (uncredited)
Rudolph Valentino
as Valentino (archive footage) (uncredited)
Joan Woodbury
as Flo (uncredited)
Will Wright
as Dan - Stage Manager (uncredited)
Gene Cole
Audrey Young
as Chorine
as Flo
Florence Wix
as Nightclub Patron
Beverly Thompson
as Showgirl
Mary Stewart
as Dancer / Singer
Larry Steers
as Guest at Top Hat Nightclub
Barbara Slater
as Myrtle
Scott Seaton
Jeffrey Sayre
as Guest at Hole in the Wall
Louise Saraydar
as Singer in Quartette
Mary Jane Shores
as Dancer
Jack Perrin
as Restaurant Patron
Mavis Murray
Frances Morris
as Nurse
Harold Miller
Cecilia Meagher
Ethelreda Leopold
Lucille Knox
as Stage Manager
J.C. Fowler
Jay Eaton
Dorothy Dayton
Stuart Heisler
Director
Irving Berlin
Story
Arthur Sheekman
Writer
Edith Head
Costume Design
Sam Comer
Set Decoration
Hans Dreier
Art Direction
Hal Pereira
LeRoy Stone
Editor
Charles Lang
Director of Photography
William E. Snyder
Robert Emmett Dolan
Original Music Composer
Hermes Pan
Choreographer