Joe Penner

Ernest Ambrose

Betty Grable

Ina Firpo

Richard Lane

Ramsey Firpo

Tom Kennedy

Pinky Brophy

Thurston Hall

Col. March

Bernadene Hayes

Margie

Carol Hughes

Patsy

Vinton Hayworth

Harry, Rider with Margie

Brooks Benedict

Major 'Brownie' Horner (uncredited)

Stanley Blystone

Racetrack Bookie / Cashier (uncredited)

Eddie Borden

Skinny Taxi Driver (uncredited)

Harry Bowen

Taxi Driver (uncredited)

Lynton Brent

Photographer (uncredited)

Paul E. Burns

Racetrack Taxi Patron (uncredited)

Lester Dorr

Horse Seller to Colonel March (uncredited)

Eddie Dunn

Racetrack Detective (uncredited)

Edward Earle

Race Judge (uncredited)

Harry Harvey

Beer Delivery Man (uncredited)

Earle Hodgins

Horse Auctioneer (uncredited)

Lloyd Ingraham

Man with Binoculars (uncredited)