Don Ameche

as Phil O'Neil (Credits) / Phil 'Mac' McNeil

Betty Grable

as Kathryn 'Kay' Latimer, also called Miss Adams

Robert Cummings

as Jeffrey 'Jeff' Boulton II

Jack Haley

as Jack O'Hara

Carole Landis

as Barbara Latimer, aka Miss Sears

Charlotte Greenwood

as Aunt Susan 'Sue' Latimer

Cobina Wright

as Connie Fentress

Lynne Roberts

as Jennie May