"A soldier falls for a chorus girl and then experiences trouble when he is posted to the Pacific."
James Ellison
as Andy Mason
Alice Faye
as Edie Allen
Carmen Miranda
as Dorita
Phil Baker
as Phil Baker
Benny Goodman
as Benny Goodman
Eugene Pallette
as Andrew Mason Sr.
Charlotte Greenwood
as Mrs. Peyton Potter
Edward Everett Horton
as Peyton Potter
Tony De Marco
as Tony
Sheila Ryan
as Vivian Potter
Dave Willock
as Sgt. Pat Casey
Bobby Somers
as Child Dancers
Jeanne Crain
as Chorus Girl / Pool Party Guest (uncredited)
Frank Faylen
as Marine Sergeant (uncredited)
Miriam LaVelle
as Specialty Dancer (uncredited)
June Haver
as Chorus Girl / Hat-Check Girl (uncredited)
Adele Jergens
as Chorus Girl (uncredited)
Leon Belasco
as Waiter (uncredited)
Brooks Benedict
as Club New Yorker Patron (uncredited)
Lee Bennett
Ruth Brady
as Dancer (uncredited)
Lorraine Breacher
Gabriel Canzona
as Organ Grinder (uncredited)
Brooke Chapin
as Litttle Girl (uncredited)
Frank Darien
as Stage Doorman (uncredited)
Frankie Daye
Jo-Carroll Dennison
as Minor Role (uncredited)
George Dobbs
as Benson (uncredited)
Johnny Duncan
as Jitterbug Dancer (uncredited)
Herbert Evans
Deidre Gale
Hallene Hill
as Old Lady (uncredited)
Leyland Hodgson
as Butler (uncredited)
Russell Hoyt
as Sailor (uncredited)
Al Murphy
as Stage Manager (uncredited)
Jean O'Donnell
Aloysio de Oliveira
as Specialty Performer (uncredited)
Donna Mae Roberts
Marion Rosamond
Charles Saggau
as Beezy - Jitterbug Dancer (uncredited)
Virginia Sale
as Miss Custer, Secretary (uncredited)
Billie Seward
Mary Stewart
Blanche Taylor
Fred Walburn
as Newsboy (uncredited)
Virginia Wilson
as De Marco's Dancing Partner (uncredited)
Lillian Yarbo
as Maid (uncredited)
George Root Jr.
Story
Tom Bridges
Nancy Wintner
Busby Berkeley
Director
Walter Bullock
Screenplay
Harry Warren
Songs
Leo Robin
Lyricist
Edward Cronjager
Director of Photography
Ray Curtiss
Editor
Cyril J. Mockridge
Music
Arthur Lange
Alfred Newman
Yvonne Wood
Costume Design
Roger Heman Sr.
Sound
Gene Rose
Mack Elliott
Props
Fred Sersen
Visual Effects
William LeBaron
Producer
Joseph C. Wright
Art Direction
William Goetz
Executive Producer
Tom Dudley
Assistant Director
Hugo Friedhofer
Fletcher Henderson
Music Arranger
Choreographer
Guy Pearce
Makeup Artist
Special Effects
James Basevi
Thomas Little
Set Decoration
George Leverett
