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Fred Astaire Fred Atwell (Fred Burton)
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Joan Leslie Joan Manion
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Robert Benchley Phil Harriman
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Robert Ryan Reginald Fenton
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Elizabeth Patterson Mrs. Fisher
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Marjorie Gateson Canteen Hostess
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Freddie Slack Freddie Slack - Leader of His Orchestra
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Bobby Barber Canteen Waiter (uncredited)
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Eric Blore Jackson - Phil's Butler (uncredited)
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Neil Hamilton Navy Officer on Train (uncredited)
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Olin Howland Driver (uncredited)
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Paul Hurst Dock Foreman (uncredited)
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Clarence Kolb Harvey J. Sloan (uncredited)
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Peter Lawford Naval Commander (uncredited)
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Frank McLure Officer at Dinner (uncredited)
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Clarence Muse Colonial Club Doorman (uncredited)
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Amelita Ward Southern Girl (uncredited)
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Anne G. Sterling Woman in Canteen
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Ella Mae Morse Singer (uncredited)
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