Thousands Cheer

Frank Sully as Alan Frank Morgan as Dr. Frank Morgan June Allyson as June Allyson Mickey Rooney as Himself - Emcee at the Show Donna Reed as Customer in Red Skelton Skit Gene Kelly as Private Eddie Marsh Dick Simmons as Captain Fred Avery Judy Garland as Judy Garland Sara Haden as Second Nurse in Frank Morgan Skit Don Loper as Don Loper Cyd Charisse as Dancer in Don Loper Number (uncredited) Margaret O'Brien as Customer in Red Skelton Skit John Conte as Dr. Conte in Frank Morgan Skit John Boles as Colonel Bill Jones Ben Blue as Chuck Polansky Eleanor Powell as Eleanor Powell Kay Kyser as Kay Kyser Ray Teal as Ringmaster at Circus (uncredited) Eve Whitney as Girl at Train Station Kathryn Grayson as Kathryn Jones Frances Rafferty as Marie Corbino Lucille Ball as Lucille Ball Marilyn Maxwell as Drug Store Clerk in Red Skelton Skit Gloria DeHaven as Gloria DeHaven Ben Lessy as Silent Monk Ann Sothern as Ann Sothern Lena Horne as Lena Horne José Iturbi as José Iturbi Benny Carter as Ben Carter Bob Crosby as Bob Crosby Mary Astor as Hyllary Jones Frank Jenks as Sergeant Koslack Red Skelton as Red Skelton Virginia O'Brien as Virginia O’Brien Marsha Hunt as Marsha Hunt Henry O'Neill as Captain in Frank Morgan Skit (uncredited)

Cedric Gibbons Art Direction George Sidney Director Douglas Shearer Recording Supervision Joe Pasternak Producer Herbert Stothart Original Music Composer Irene Costume Supervisor George J. Folsey Director of Photography Edwin B. Willis Set Decoration