Ray Bolger
Nifty Sullivan, a Jack
Anne Shirley
Karanina 'Nina' Novak, the Jill
June Havoc
Opal
Desi Arnaz
Steve Sarto / King Stephan VIII of Aregal
Jack Durant
Noodle McArdle
Eddie Foy Jr.
Happy McScud, a Jack
Fritz Feld
Mr. Hoople
Henry Daniell
Bobo
Joseph E. Bernard
Jailer (uncredited)
Fortunio Bonanova
Mike - Nightclub Owner (uncredited)
Jack Briggs
Nat, a Jack (uncredited)
Florence Lake
Counter Girl (uncredited)
Mantan Moreland
Cicero - Wash Room Attendant (uncredited)
Constantine Romanoff
Noodle's Henchman (uncredited)
Grady Sutton
Nightclub Patron (uncredited)
Marie Windsor
Girl Applying Makeup (uncredited)