Mark Sandrich Director Fred Astaire Bake Baker Actor Ginger Rogers Sherry Martin Actor Randolph Scott Bilge Smith Actor Harriet Hilliard Connie Martin Actor Astrid Allwyn Mrs. Iris Manning Actor Harry Beresford Captain Hickey Actor Russell Hicks Jim Nolan Actor Brooks Benedict David Sullivan Actor Ray Mayer Dopey Williams Actor Lucille Ball Kitty Collins Actor Addison Randall Lieutenant Williams (uncredited) Actor Maxine Jennings Paradise Ballroom Hostess (uncredited) Actor Jane Hamilton Paradise Ballroom Waitress (uncredited) Actor Kay Sutton Telephone Operator (uncredited) Actor Doris Lloyd Mrs. Courtney (uncredited) Actor Huntley Gordon Touring Officer (uncredited) Actor James Pierce Paradise Ballroom Bouncer (uncredited) Actor Herbert Rawlinson Mr. Webber (uncredited) Actor Gertrude Short Cashier (uncredited) Actor George Magrill Quartermaster (uncredited) Actor Pandro S. Berman Producer Dwight Taylor Screenwriter Allan Scott Screenwriter Max Steiner Original Music David Abel Cinematographer Henry Berman Film Editing Van Nest Polglase Art Director Bernard Newman Costume Design