Lady Be Good

Lionel Barrymore as Judge Murdock Red Skelton as Joe 'Red' Willet Tom Conway as Mr. Blanton Phil Silvers as Master of Ceremonies Robert Young as Edward 'Eddie' Crane Virginia O'Brien as Lull Dan Dailey as Bill Pattison (as Dan Dailey, Jr.) Reginald Owen as Max Milton Eleanor Powell as Marilyn Marsh John Carroll as Buddy Crawford Bess Flowers as Banquet Guest at Max's Table (uncredited) Ann Sothern as Dixie Donegan Crane Rose Hobart as Mrs. Carter Wardley Connie Russell as The Singer

Douglas Shearer Sound Director George J. Folsey Director of Photography Norman Z. McLeod Director Ira Gershwin Music, Lyricist Edwin B. Willis Set Decoration George Gershwin Music, Songs Busby Berkeley Director Adrian Costume Designer Cedric Gibbons Art Direction Sydney Guilaroff Hairstylist George Stoll Music Director