| Actor | Dick Powell (as Dick Curtis), Adolphe Menjou (as Nicolai Nicoleff), Gloria Stuart (as Ann Prentiss), Alice Brady (as Mrs. Prentiss), Hugh Herbert (as T. Mosley Thorpe), Glenda Farrell (as Betty Hawes), Frank McHugh (as Humbolt Prentiss), Joseph Cawthorn (as Schultz), Grant Mitchell (as Louis Lamson), Dorothy Dare (as Arline Davis) |
| Choreographer | Busby Berkeley |
| Conductor | Leo F. Forbstein |
| Director | Busby Berkeley |
| Lyrics | Al Dubin |
| Music | Harry Warren |
| Music Arranger | Ray Heindorf |
| Screenplay | Manuel Seff, Peter Milne |
| Story | Robert Lord, Peter Milne |