| Photos (See all 19 | slideshow) |
| Eleanor Powell | ... | Marilyn Marsh | |
| Ann Sothern | ... | Dixie Donegan Crane | |
| Robert Young | ... | Edward 'Eddie' Crane | |
| Lionel Barrymore | ... | Judge Murdock | |
| John Carroll | ... | Buddy Crawford | |
| Red Skelton | ... | Joe 'Red' Willet | |
| Virginia O'Brien | ... | Lull | |
| Tom Conway | ... | Mr. Blanton, Dixie's Lawyer | |
| Dan Dailey | ... | Bill 'Billy' Pattison (as Dan Dailey Jr.) | |
| Reginald Owen | ... | Max Milton | |
| Rose Hobart | ... | Mrs. Carter Wardley | |
| Phil Silvers | ... | Master of Ceremonies | |
| James Berry | ... | A Berry Brother, Specialty Performer | |
| Warren Berry | ... | A Berry Brother, Specialty Performer | |
| Nyas Berry | ... | A Berry Brother, Specialty Performer | |
| Connie Russell | ... | Singer in 'Fascinating Rhythm' Production Number | |
| rest of cast listed alphabetically: | |||
| The Berry Brothers | ... | Themselves | |
| Edward Gargan | ... | Policeman (scenes deleted) | |
| Cyril Ring | ... | Party Extra | |
| Ernie Alexander | ... | Pageboy (uncredited) | |
| Brooks Benedict | ... | Extra at Nightclub Table (uncredited) | |
| Robert Bradford | ... | Solo Bit in Montage (uncredited) | |
| J.W. Cody | ... | Solo Bit in Montage (uncredited) | |
| James Conaty | ... | Party Guest (uncredited) | |
| Frank Darien | ... | Justice of the Peace (uncredited) | |
| Doris Day | ... | Debutante (uncredited) | |
| Dorothy Fay | ... | Debutante (uncredited) | |
| Bess Flowers | ... | Banquet Guest at Max's Table (uncredited) | |
| Jack George | ... | Orchestra Leader (uncredited) | |
| Ben Hall | ... | Messenger with Diamond Ring (uncredited) | |
| Sam Harris | ... | Nightclub Extra (uncredited) | |
| Edward Hearn | ... | Bailiff (uncredited) | |
| Harvey Karels | ... | Bit in 'Fascinating Rhythm' Number (uncredited) | |
| Harold Miller | ... | Guest (uncredited) | |
| Six Hits and a Miss | ... | Singers ("Fascinating Rhythm" number) (uncredited) | |
| Hattie Noel | ... | Specialty Dancer in Montage (uncredited) | |
| Henry Norton | ... | Party Guest (uncredited) | |
| Ronald R. Rondell | ... | Party Guest (uncredited) | |
| Patsy Shaw | ... | Solo Bit in Montage (uncredited) | |
| Larry Steers | ... | Nightclub Extra (uncredited) | |
| Don Sullivan | ... | Solo Bit in Montage (uncredited) | |
| Charles Teske | ... | Bit in 'Fascinating Rhythm' Number (uncredited) | |
| Ludovico Tomarchio | ... | Solo Bit in Montage (uncredited) | |
| Larry Wheat | ... | Extra (uncredited) | |
| Paul White | ... | Solo Bit in Montage (uncredited) | |
| Beal Wong | ... | Solo Bit in Montage (uncredited) | |
Directed by | |||
| Norman Z. McLeod | |||
| Busby Berkeley | (uncredited) | ||
Writing credits | ||
| Jack McGowan | (story) | |
| Jack McGowan | (screenplay) & | |
| Kay Van Riper | (screenplay) and | |
| John McClain | (screenplay) | |
Produced by | |||
| Arthur Freed | .... | producer | |
Original Music by | |||
| George Bassman | (uncredited) | ||
| George Stoll | (uncredited) | ||
Cinematography by | |||
| George J. Folsey | (as George Folsey) | ||
| Oliver T. Marsh | |||
Film Editing by | |||
| Fredrick Y. Smith | |||
Art Direction by | |||
| Cedric Gibbons | |||
Set Decoration by | |||
| Edwin B. Willis | |||
Costume Design by | |||
| Adrian | (gowns) | ||
Makeup Department | |||
| Sydney Guilaroff | .... | hair stylist | |
Second Unit Director or Assistant Director | |||
| Marvin Stuart | .... | assistant director (uncredited) | |
Art Department | |||
| John S. Detlie | .... | associate art director | |
Sound Department | |||
| Douglas Shearer | .... | recording director | |
Stunts | |||
| Lee Bailey | .... | stunts: "Fascinating Rhythm" number | |
Costume and Wardrobe Department | |||
| Eugene Joseff | .... | costume jeweller (uncredited) | |
Editorial Department | |||
| Peter Ballbusch | .... | montage (uncredited) | |
Music Department | |||
| Leo Arnaud | .... | orchestrator | |
| Leo Arnaud | .... | vocal arranger | |
| George Bassman | .... | orchestrator | |
| George Bassman | .... | vocal arranger | |
| Busby Berkeley | .... | director: musical numbers | |
| Merrill Pye | .... | musical presentation | |
| Walter Ruick | .... | music continuity: Eleanor Powell | |
| Conrad Salinger | .... | orchestrator | |
| Conrad Salinger | .... | vocal arranger | |
| George Stoll | .... | musical director (as Georgie Stoll) | |
Other crew | |||
| Jack Ackerman | .... | trainer: Buttons the dog (uncredited) | |
| Lee Bailey | .... | stand-in: dance, Eleanor Powell (uncredited) | |
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| Blue Skies | The Palm Beach Story | Battle of Broadway | Shall We Dance | Dizzy Dames |
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| Full cast and crew | Company credits | External reviews |
| News articles | IMDb Comedy section | IMDb USA section |
Everyone in this movie is terrific, and the story is one of the better ones among musicals of the period. The songs and dances are great, too, with two of the high points being beautiful Ann Sothern's "The Last Time I Saw Paris" and Eleanor Powell's dancing finale. But most amazing of all is Powell's duet with her dog. This number should be rated along with Fred Astaire's dance on the ceiling in "Royal Wedding" and Donald O'Connor's "Make 'Em Laugh" as one of the best of all time. If you're looking for social commentary, turn on NPR. If you want something deep, find a stable and pick up a shovel. This movie was meant to be fun and entertaining, and it succeeds perfectly on both counts.