Dick Powell
Dick "Canary" Dorcy
Ruby Keeler
Kathleen "Kit" Fitts
Pat O'Brien
"Scrapper" Thornhhill
Ross Alexander
Oskie Berry
John Arledge
Spike Dukowe
John Eldredge
Robert Biddle
Henry O'Neill
Gen. John "Jack" Brent Fitts
Guinn 'Big Boy' Williams
Sleepy
Frederick Burton
Landacre
John Darrow
Chase
Glen Boles
Eight Ball
Carlyle Blackwell Jr.
Cadet (uncredited)
Diane Bourget
Chorus Girl (uncredited)
Sol Bright
Native Leader (uncredited)
Margaret Carthew
Chorus Girl (uncredited)
Diane Cook
Chorus Girl (uncredited)
Joe Cummins
Cadet (uncredited)
Frank Dawson
Fitts' Butler (uncredited)
Ruth Eddings
Chorus Girl (uncredited)
Maude Turner Gordon
Dowager at Show (uncredited)
Virginia Grey
Chorus Girl (uncredited)
Beatrice Hagen
Chorus Girl (uncredited)
Sol Hoopii Jr.
Bandleader (uncredited)
Shep Houghton
Cadet (uncredited)
Avis Johnson
Redhead (uncredited)
Gertrude Keeler
Chorus Girl (uncredited)
Frances Lee
Blonde (uncredited)
Barbara Leonard
Chorus Girl (uncredited)
Timothy J. Lonergan
Superintendent (uncredited)
Elizabeth Pendleton
Chorus Girl (uncredited)
Tyrone Power
Cadet (uncredited)
Mary Russell
Girl (uncredited)
Victoria Vinton
Chorus Girl (uncredited)
Dick Winslow
Cadet (uncredited)
Gloria Winters
Chorus Girl (uncredited)