Alice Faye
Trixie Lee
Constance Bennett
Gerry Lester
Nancy Kelly
Lois Allen
Joan Davis
Babe Dugan
Charles Farrell
Bud
Jane Wyman
Alabama
Kane Richmond
Lieutenant Dick 'Tex' Price
Wally Vernon
Chick
Joan Valerie
Sunny
Harry Davenport
T.P. Lester
Edward Norris
Speed Allen
J. Anthony Hughes
Al Moore
Mary Gordon
Mrs. Lee
Robert Allen
Charlie
Irving Bacon
Storekeeper (Uncredited)
Helen Brown
Gerry's Nurse (Uncredited)
William B. Davidson
Sales Manager (Uncredited)
Fern Emmett
Matilda, Gerry's Maid (Uncredited)
Jonathan Hale
Racing Official Starter (Uncredited)
Sam Hayes
Announcer (Uncredited)
Harold Miller
Officer at Bar in Cleveland Club (Uncredited)
Adrian Morris
Repo Man (Uncredited)
Renie Riano
Chick's Pilot Girlfriend (Uncredited)
Harry Rosenthal
Harrison, Cafe Manager (Uncredited)
Edwin Stanley
Doctor (Uncredited)
Emmett Vogan
Powder Puff Derby Starter (Uncredited)
Eddie Dunn
Eddie, Mechanic (Uncredited)
Robert Lowery
Sam, Mechanic (Uncredited)
Ralph Dunn
Mechanic (Uncredited)
Jack Pennick
James Conaty
Nightclub Patron (Uncredited)
Larry Steers
Murray Alper
Albuquerque Mechanic (Uncredited)
Kit Guard
Kansas City Mechanic (Uncredited)
Eddie Marr
Milburn Stone
Alice Armand
Flyer (Uncredited)
Barbara Brewster
Gloria Brewster
Dorothy Dearing
Helen Ericson
June Gale
Betty Gillies
Mary Healy
Teddy Kenyon
Ruth Nichols
Lillian Porter
Margo Tanner
Bernard Herzbrun
Art Direction
Rudolph Sternad
Thomas Little
Set Decoration
Karl Freund
Director of Photography
Gwen Wakeling
Costume Design
Cyril J. Mockridge
Additional Music
Louis Silvers
Audrey Scott
Stunt Double
Booth McCracken
Assistant Director
Roy Del Ruth
Director
Allen McNeil
Editor
Harry Joe Brown
Associate Producer
Darryl F. Zanuck
Producer
Music Director
Eugene Grossman
Sound
Roger Heman Sr.
Jule Styne
Vocal Coach
Frank Wead
Writer
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