Eleanor Powell
— Miss Dorothy 'Dot' March
Robert Young
— Brooks Mason / George Smith
George Burns
— Joe Duffy
Gracie Allen
— Millicent 'Millie' De Grasse
Rita Johnson
— Cecelia Grayson
Clarence Kolb
— Mr. Horace Grayson
Jo Ann Sayers
— Nurse
Ann Morriss
— Gale Brewster
Willie Fung
— Wong
Cliff Clark
— First Detective
Edward Gargan
— Second Detective
Eddie 'Rochester' Anderson
— Washington
Sig Ruman
— Psychiatrist
Ruth Hussey
— Eve
Kealohu Holt
— Native Dancing Girl
Edgar Dearing
— Jailer
Bess Flowers
— Grayson's Party Guest (uncredited)
Russell Hicks
— Mr. Clifford Jones (uncredited)
Jo Stafford
— Member of The Pied Pipers (uncredited)
Tom Neal
— Ambulance Intern (uncredited)
Ken Darby
— Groucho 1 (uncredited)
Jon Dodson
— Chico (uncredited)
Bud Linn
— Harpo (uncredited)
Rad Robinson
— Groucho 2 (uncredited)
Roy Atwell
— Bearded Man on Ship (uncredited)
Diane Cook
— Second Passenger (uncredited)
Andy Iona
— Andy Iona (uncredited)
Betty Jaynes
— Singer (uncredited)
Edward LeSaint
— Minister (uncredited)
Helen MacKellar
— Middle Telephone Operator (uncredited)