George Sidney Director Kathryn Grayson Magnolia Hawks Actor Howard Keel Gaylord Ravenal Actor Ava Gardner Julie LaVerne Actor Joe E. Brown Cap'n Andy Hawks Actor Gower Champion Frank Schultz Actor Marge Champion Ellie May Shipley Actor Robert Sterling Stephen Baker Actor Agnes Moorehead Parthy Hawks Actor Adele Jergens Cameo McQueen (uncredited) Actor William Warfield Joe Actor Leif Erickson Pete Actor Owen McGiveney Windy (uncredited) Actor Regis Toomey Sheriff Ike Vallon (uncredited) Actor Frank Wilcox Poker player (uncredited) Actor Chick Chandler Joe (Trocadero stage assistant) (uncredited) Actor Emory Parnell Jake Green (uncredited) Actor Ian MacDonald Drunken sport (uncredited) Actor Fuzzy Knight The Trocadero piano player (uncredited) Actor Norman Leavitt The calliope player (uncredited) Actor Edna Ferber Writer John Lee Mahin Writer Arthur Freed Producer Charles Rosher Cinematographer John D. Dunning Film Editing Conrad Salinger Original Music Cedric Gibbons Art Director Jack Martin Smith Art Director Edwin B. Willis Set Decoration Walter Plunkett Costume Design Jerome Kern Writer