Directed by Sidney Lanfield Screenplay by James Seymour Gene Markey Harry Tugend Story by Viña Delmar Warner Baxter as Kerry Bolton Alice Faye as Pat Doran Jack Oakie as Joe Cooney Mona Barrie as Rosalind Cleve Arline Judge as Connie Dixie Dunbar as Marie Gregory Ratoff as Kolpolpeck Herbert Mundin as English Impresario Fats Waller as Ben Nick Long Jr. as Anthony Lamb Kenny Baker as Arthur Charles Quigley as Stanley Drake Paxton Sisters as Specialty Dancers Al Shaw as Lew Henkle (as Shaw) Sam Lee as Gus Keefe (as Lee) Andrew Tombes as Slattery Shirley Deane as Phyllis Sears Harry 'Zoup' Welsh as 'Spud' La Rue (as Harry 'Zoop' Welch) Claudia Coleman as Belle Weaver Ellen Lowe as Miss Meredith (as Ellen E. Lowe) Herbert Ashley as Jake - Bolton's Chauffeur Jerry Mandy as Frankie Keye Luke as Wong Gareth Joplin as Speedy - the Bootblack Lynn Bari as Dancer (uncredited) Cyril Ring as Auctioneer's Assistant (uncredited) Marjorie Weaver as Dancer (uncredited) Jane Wyman as Dancer (uncredited)