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Fred Astaire
Tony Hunter
Cyd Charisse
Gabrielle Gerard
Oscar Levant
Lester Marton
Nanette Fabray
Lily Marton
Jack Buchanan
Jeffrey Cordova
James Mitchell
Paul Byrd
Robert Gist
Hal
Ava Gardner
Ava Gardner (uncredited)
Don Beddoe
Producer (uncredited)
Henry Corden
Orchestra Leader (uncredited)
Steve Forrest
Passenger on Train (uncredited)
Bess Flowers
Train Passenger (uncredited)