Melody Cruise

Charles Ruggles as Pete Wells Phil Harris as Alan Chandler Chick Chandler as Hickey Shirley Chambers as Vera Helen Mack as Laurie Marlowe Greta Nissen as Elsa Von Rader June Brewster as Zoe Florence Roberts as Miss Potts Marjorie Gateson as Mrs. Wells Betty Grable as First Stewardess (uncredited)

Walter Plunkett Costume Design Vernon L. Walker Special Effects Max Steiner Original Music Composer Hermes Pan Choreographer Mark Sandrich Director, Screenplay Merian C. Cooper Executive Producer