as Jane Witherspoon / Lou Ellen Carter

as Sally Hessler

as Marilyn Miller

as Magnolia Hawks / Kathryn Grayson

as James I. Hessler

as Julie LaVerne / Lena Horne

as Bandleader in Elite Club

as Gaylord Ravenal / Tony Martin

as Una Trance / Dinah Shore

as Frank Sinatra

as Jerome Kern

as Dance Specialty

as Dance Specialty

as Charles Frohman

as Oscar Hammerstein II

as London Specialty

as Victor Herbert

as Dance Specialty / George Budd

as Mrs. Muller

as Ellie May Shipley / Virginia O'Brien

as Eva Kern

as Joe (segment "Show Boat")

as Joe Hennessey

as Sally Hessler as a Girl

as Specialty (segment 'The Cat and the Fiddle') (uncredited)

as Specialty (segment 'The Cat and the Fiddle') (uncredited)

as Backstage Well-Wisher (uncredited)

as Producer (uncredited)

as Stage Door Johnny (uncredited)

as Elite Club Diner (uncredited)

as Ed (uncredited)

as Showgirl (uncredited)

as Show Boat Orchestra Drummer (uncredited)

as Movie Studio Orchestra Conductor (uncredited)

as Esther Williams - Signing Autographs (uncredited)

as Showgirl (uncredited)

as Frohman's Secretary (uncredited)