Rita Hayworth

Rusty Parker / Maribelle Hicks (flashback sequence)

Gene Kelly

Danny McGuire

Lee Bowman

Noel Wheaton

Phil Silvers

Genius

Jinx Falkenburg

Herself

Leslie Brooks

Maurine, Rusty's blonde friend / rival

Eve Arden

Cornelia 'Stonewall' Jackson

Otto Kruger

John Coudair

Jess Barker

Coudair as a young man

Anita Colby

Miss Colby

Curt Bois

Chef at Danny McGuire's

Jean Colleran

Cover Girl: American Magazine

Francine Counihan

Cover Girl: American Home

Helen Mueller

Cover Girl: Collier's Magazine

Cecilia Meagher

Cover Girl: Coronet

Betty Jane Hess

Cover Girl: Cosmopolitan

Dusty Anderson

Cover Girl: Farm Journal

Eileen McClory

Cover Girl: Glamour

Cornelia B. von Hessert

Cover Girl: Harper's Bazaar

Karen X. Gaylord

Cover Girl: Liberty

Cheryl Archibald

Cover Girl: Look

Peggy Lloyd

Cover Girl: Mademoiselle

Betty Jane Graham

Cover Girl: McCalls

Martha Outlaw

Cover Girl: Red Book

Susann Shaw

Cover Girl: Vogue

Rose May Robson

Cover Girl: Woman's Home Companion

Edward Brophy

Joe - Bartender (uncredited)

Stanley Clements

Elevator Boy (uncredited)

Eddie Hall

Soldier (uncredited)

Thurston Hall

Tony Pastor (uncredited)

Milton Kibbee

Reporter Asking About Flowers (uncredited)

Muriel Morris

Chorus Girl (uncredited)

Constance Worth

Receptionist (uncredited)

Miriam LaVelle

Specialty Dancer (uncredited)

Miriam Nelson

Specialty Dancer

Dorothy Vernon

Wardrobe Woman

Robert Homans

Pop (uncredited)