Thousands Cheer

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

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