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)
William Blees
— Eddie, a Jack (uncredited)
Fortunio Bonanova
— Mike - Nightclub Owner (uncredited)
Jack Briggs
— Nat, a Jack (uncredited)
Jack Carr
— Big Guy Behind Nifty at Concert (uncredited)
Jack Gargan
— Nightclub Extra (uncredited)
Eddie Hart
— Wally - Taxi Driver (uncredited)
Florence Lake
— Counter Girl (uncredited)
Mantan Moreland
— Cicero - Wash Room Attendant (uncredited)
Bob Perry
— Noodle's Henchman (uncredited)
Constantine Romanoff
— Noodle's Henchman (uncredited)
Grady Sutton
— Nightclub Patron (uncredited)
Marie Windsor
— Girl Applying Makeup (uncredited)
Armand 'Curly' Wright
— Hot Dog Vendor (uncredited)