Top Billed Cast

1. 

   Jack Benny

   Mac Brewster

2. 

   Ida Lupino

   Paula Sewell

3. 

   Richard Arlen

   Alan Townsend

4. 

   Gail Patrick

   Cynthia Wentworth

5. 

   Ben Blue

   Jupiter Pluvius

6. 

   Judy Canova

   Toots

7. 

   Charles Adler

   Yacht Club Boys Member

8. 

   James V. Kern

   Yacht Club Boys Member

9. 

   George Kelly

   Yacht Club Boys Member

10. 

    Billy Mann

    Yacht Club Boys Member

11. 

    Cecil Cunningham

    Stella

12. 

    Donald Meek

    Dr. Zimmer

13. 

    Hedda Hopper

    Mrs. Townsend

14. 

    Anne Canova

    Specialty

15. 

    Martha Raye

    Specialty

16. 

    Zeke Canova

    Specialty

17. 

    Andre Kostelanetz

    Orchestra Conductor

18. 

    Russell Patterson

    Self

19. 

    Louis Armstrong

    Self

20. 

    Connee Boswell

    Self

21. 

    Peter Arno

    Self

22. 

    McClelland Barclay

    Self

23. 

    Arthur William Brown

    Self

24. 

    Rube Goldberg

    Self

25. 

    John LaGatta

    Self

26. 

    Sandra Storme

    Model

27. 

    Dale Armstrong

    1st Announcer (uncredited)

28. 

    Art Baker

    2nd Announcer (uncredited)

29. 

    Jerry Bergen

    Bartender (uncredited)

30. 

    Alan Birmingham

    Craig Sheldon (uncredited)

31. 

    Virginia Brissac

    Seamstress (uncredited)

32. 

    Ethel Clayton

    Seamtress (uncredited)

33. 

    Elsa Connor

    Stenographer (uncredited)

34. 

    Virginia Dabney

    Seamtress (uncredited)

35. 

    Jack Daley

    Jack (voice) (uncredited)

36. 

    Betty Dotson

    Girl (uncredited)

37. 

    Edward Earle

    Flunky (uncredited)

38. 

    Gail Goodson

    Girl (uncredited)

39. 

    Deanie Gordon

    Dancer (uncredited)

40. 

    Madelon Grey

    Marjorie (uncredited)

41. 

    Carl Harbaugh

    King (uncredited)

42. 

    Harry Hayden

    Early (uncredited)

43. 

    Dell Henderson

    Lord (uncredited)

44. 

    Howard Hickman

    Mr. Currie (uncredited)

45. 

    Jerry Jerome

    G-Man (uncredited)

46. 

    Harry C. Johnson

    Juggler (uncredited)

47. 

    Kathryn Kay

    Lois (uncredited)

48. 

    Bernie Lamont

    G-Man (uncredited)

49. 

    Bert LeBaron

    G-Man (uncredited)

50. 

    Nick Lukats

    Photographer (uncredited)

51. 

    John Marshall

    John (uncredited)

52. 

    Alphonse Martell

    Waiter (uncredited)

53. 

    Jack McAfee

    Dog and Horse Act Member (uncredited)

54. 

    Rex Moore

    Attendant (uncredited)

55. 

    David Newell

    Romeo (uncredited)

56. 

    Alexander Pollard

    Waiter (uncredited)

57. 

    'Little Billy' Rhodes

    King (uncredited)

58. 

    David Robel

    Accordionist (uncredited)

59. 

    Antrim Short

    Waiter (uncredited)

60. 

    Reginald Simpson

    G-Man (uncredited)

61. 

    John Graham Spacey

    Englishman (uncredited)

62. 

    Jack Starry

    Cycling Star (uncredited)

63. 

    Jane Weir

    Ms. Gordon (uncredited)

64. 

    Gloria Williams

    Woman (uncredited)

65. 

    Don Wilson

    Radio Speaker (voice) (uncredited)

66. 

    Gloria Youngblood

    Girl (uncredited)