Fred Astaire (Fred Astaire/Raffles/Tai Long)
Lucille Ball (The Princess)
Fanny Brice (Norma)
Lucille Bremer (Princess/Moy Ling)
Judy Garland (Herself)
Gene Kelly (Gene Kelly)
Count Stefanelli (The Duke)
Eugene Loring (Costermonger)
Noreen Nash (Actor/Actress)
Audrey Totter (Operator)
Garry Owen (Policeman)
Elaine Shepard (Actor/Actress)
Grady Sutton (Texan)
Ray Teal (Policeman)
Arthur Walsh (Telegraph Boy)
Robert Wayne (Old Man)
Eve Whitney (Actor/Actress)
Jack Regas (Actor/Actress)
George Hill (Policeman)
Natalie Draper (Actor/Actress)
Kay Williams (Woman)
Aina Constant (Actor/Actress)
Aileen Haley (Actor/Actress)
Helen O'Hara (Actor/Actress)
Avon Long (Actor/Actress)
Peter Lawford (Phone)
Sam Flint (The Flunky)
Rex Evans (The Butler)
Eddie Dunn (Policeman)
William B. Davidson (Judge)
Joseph Crehan (Judge)
Charles Coleman (The Major)
Naomi Childers (The Duchess)
Lucille Casey (Actor/Actress)
Feodor Chaliapin, Jr. (The Lieutenant)
Karin [Katharine] Booth (Actor/Actress)
Elise Cavanna (Actor/Actress)
Van Johnson (Guest)
Jimmy Durante (Actor/Actress)
Harry Hayden (Warden)
Marion Bell (Soprano)
Helen Boice (The Countess)
Ziegfeld Girls (Actor/Actress)
James King (Actor/Actress)
Victor Moore (Himself)
Red Skelton (Announcer/J. Newton Numbskull)
Esther Williams (Guest)
Edward Arnold (Lawyer)
Bunin's Puppets (Actor/Actress)
Cyd Charisse (Ballet Dancer)
Hume Cronyn (Monty)
William Frawley (Mr. Martin)
Robert Lewis (Chinese Gentleman/Telephone Voice)
Virginia O'Brien (Singer)
Kathryn Grayson (Guest)
William Powell (The Great Ziegfeld)
Lena Horne (Singer)
James Melton (Actor/Actress)