Norman Z. McLeod Director Eleanor Powell Marilyn Marsh Actor Ann Sothern Dixie Donegan Crane Actor Robert Young Edward "Eddie" Crane Actor Lionel Barrymore Judge Murdock Actor John Carroll Buddy Crawford Actor Red Skelton Joe "Red" Willet Actor Virginia O'Brien Lull Actor Tom Conway Mr. Blanton Actor Dan Dailey Bill "Billy" Pattison Actor Reginald Owen Max Milton Actor Rose Hobart Mrs. Carter Wardley Actor Phil Silvers Master of Ceremonies Actor The Berry Brothers Themselves Actor Connie Russell Singer in "Fascinating Rhythm" Production Number Actor Doris Day Debutante (uncredited) Actor Edward Gargan Policeman (scenes deleted) Actor Arthur Freed Producer Jack McGowan Screenwriter Kay Van Riper Screenwriter John McClain Screenwriter George J. Folsey Cinematographer Fredrick Y. Smith Film Editing Cedric Gibbons Art Director Edwin B. Willis Set Decoration