Cast & Crew

Directed by

Lemuel Ayers
(segment "Love")
Roy Del Ruth
(segment "A Sweepstakes Ticket")
Robert Lewis
(segment "Number Please")
Vincente Minnelli
(segments "This Heart of Mine", "Limehouse Blues", "A Great Lady Has an Interview", "The Babbitt and the Bromide", "Beauty")
George Sidney
(segments "Here's to the Girls", "Pay the Two Dollars", "When Television Comes")
Merrill Pye
(segment "A Water Ballet") (uncredited)
Charles Walters
(segment "A Great Lady Has an Interview") (uncredited)

Writing Credits

David Freedman
(written by) (segment "A Sweepstakes Ticket")
Hugh Martin
(written by) (segment "Love") and
Ralph Blane
(written by) (segment "Love")
John Murray Anderson
(uncredited)
Lemuel Ayers
(uncredited)
Peter Barr
(written by) (segment "Number Please") (uncredited)
Guy Bolton
(uncredited)
Allen Boretz
(uncredited)
Irving Brecher
(written by) (segment "The Babbitt and the Bromide") (uncredited)
Eddie Cantor
(uncredited)
Erik Charell
(uncredited)
Harry Crane
(uncredited)
Roger Edens
(uncredited)
Devery Freeman
(uncredited)
Everett Freeman
(uncredited)
E.Y. Harburg
(uncredited)
Lou Holtz
(uncredited)
Cal Howard
(uncredited)
Al Lewis
(writer "Ziegfeld Days" sketch) (segment "Bunin's Puppets") (uncredited)
Robert Lewis
(uncredited)
Max Liebman
(uncredited)
Eugene Loring
(uncredited)
Wilkie C. Mahoney
(uncredited)
Jack McGowan
(uncredited)
William Noble
(uncredited)
James O'Hanlon
(uncredited)
Samson Raphaelson
(uncredited)
Philip Rapp
(uncredited)
William Schorr
(uncredited)
Joseph Schrank
(uncredited)
Red Skelton
(segment) (segment "When Television Comes") (uncredited)
Frank Sullivan
(uncredited)
Kay Thompson
(uncredited)
Harry Tugend
(written by) (segment "When Television Comes") (uncredited)
Charles Walters
(uncredited)
Billy K. Wells
(written by) (segment "Pay the Two Dollars") (uncredited)
George White
(written by) (segment "Pay the Two Dollars") (uncredited)
Edgar Allan Woolf
(uncredited)
Joseph Erens
(uncredited)
Edna Skelton
(segment) (segment "When Television Comes") (uncredited)

Cast

Fred Astaire
Fred Astaire ('Here's to the Ladies') / Raffles ('This Heart of Mine') / Tai Long ('Limehouse Blues') / Gentleman ('The Babbit and the Bromide')
Lucille Ball
Lucille Ball ('Here's to the Ladies')
Lucille Bremer
Princess ('This Heart of Mine') / Moy Ling in 'Limehouse Blues')
Fanny Brice
Norma Edelman ('A Sweepstakes Ticket')
Judy Garland
The Star ('A Great Lady Has An Interview')
Kathryn Grayson
Kathryn Grayson ('Beauty')
Lena Horne
Lena Horne ('Love')
Gene Kelly
Gentleman ('The Babbit and the Bromide')
James Melton
Alfredo ('La Traviata')
Victor Moore
Lawyer's Client ('Pay the Two Dollars')
Red Skelton
J. Newton Numbskull ('When Television Comes')
Esther Williams
Esther Williams ('A Water Ballet')
William Powell
Florenz Ziegfeld Jr.
Edward Arnold
Lawyer ('Pay the Two Dollars')
Marion Bell
Violetta ('La Traviata')
Cyd Charisse
Ballerina ('Beauty')
Hume Cronyn
Monty ('A Sweepstakes Ticket')
William Frawley
Martin ('A Sweepstakes Ticket')
Robert Lewis
Chinese Gentleman ('Limehouse Blues' / Telephone Voice ('Number Please')
Virginia O'Brien
Virginia O'Brien ('Here's to the Ladies')
Keenan Wynn
Caller ('Number Please')
Bunin's Puppets
Puppets
Rod Alexander
Chorus Boy
Robert Ames
Masked Man ('Limehouse Blues')
Gloria Joy Arden
Dancer
Jean Ashton
Dancer
Irene Austin
Dancer
William Bailey
Subway Passenger ('Pay the Two Dollars')
Juliette Ball
Club Patron ('Love')
Bonnie Barlowe
Dancer
James Barron
Couple with Banners in 'Limehouse Blues'
Eleanor Bayley
Couple with Branches in 'Limehouse Blues'
Judi Blacque
Dancer
Lennie Bluett
Dancer ('Love')
Karin Booth
Ziegfeld Girl
Norman Borine
Dancer
Helen Boyce
Countess ('This Heart of Mine')
Hazel Brooks
Dancer
Ed Brown
Dancer
Marie Bryant
Woman Getting Her Man Taken in ('Love')
Kathleen Cartmill
Dancer
Lucille Casey
Ziegfeld Girl
Jack Cavan
Dancer
Elise Cavanna
Tall Woman
Feodor Chaliapin Jr.
Lieutenant ('This Heart of Mine')
Naomi Childers
Duchess ('This Heart of Mine')
Milton Chisholm
Chorus Boy
Marilyn Christine
Dancer
Charles Coleman
Majordomo ('This Heart of Mine')
Aina Constant
Ziegfeld Girl
Laura Corbay
Dancer
Joseph Crehan
1st Judge ('Pay the Two Dollars')
Dick D'Arcy
Chorus Boy
Elizabeth Dailey
Ziegfeld Girl
William B. Davidson
2nd Judge ('Pay the Two Dollars')
Jack Deery
Man
Dante DiPaolo
Chorus Boy
Frances Donelan
Ziegfeld Girl
Natalie Draper
Ziegfeld Girl
Eddie Dunn
3rd Subway Policeman ('Pay the Two Dollars')
Rita Dunn
Dancer
Meredyth Durrell
Dancer
Mary Jo Ellis
Couple with Banners in 'Limehouse Blues'
Rex Evans
Butler ('A Great Lady Has An Interview')
Shawn Ferguson
Dancer
Sam Flint
Majordomo's Assistant ('This Heart of Mine')
Jeanne Francis
Dancer
Sean Francis
Ensemble in 'Limehouse Blues'
Jean French
Dancer
Mary Jane French
Dancer
Sam Garrett
Roping / Twirling Act (uncredited)
Karen X. Gaylord
Ziegfeld Girl
Sidney Gordon
Masked Man ('This Heart of Mine')
David Gray
Dancer
Aileen Haley
Ziegfeld Girl
Carol Haney
Ziegfeld Girl
Suzette Harbin
Flirt ('Love')
Avanelle Harris
Club Patron ('Love')
Maggie Hathaway
Dancer ('Love')
Charles Hawkins
Club Patron ('Love')
Bill Hawley
Dancer
Harry Hayden
Warden ('Pay the Two Dollars')
Doreen Hayward
Dancer
Cleo Herndon
Dancer ('Love')
George Hill
2nd Subway Policeman ('Pay the Two Dollars')
Shirlee Howard
Ziegfeld Girl
Don Hulbert
Chorus Boy
Charlotte Hunter
Dancer
Virginia Hunter
Dancer
Patricia Jackson
Dancer
Margaret Kays
Dancer
James King
Rooster ('Limehouse Blues')
Laura Knight
Dancer
Laura Lane
Dancer
Margaret Laurence
Ziegfeld Girl
Peter Lawford
Porky ('Number Please')
Harriet Lee
Bar Singer ('Limehouse Blues')
Dale Lefler
Dancer
Eugene Loring
Costermonger ('Limehouse Blues')
Charles Lunard
Masked Man ('Limehouse Blues')
Herb Lurie
Chorus Boy
Patricia Lynn
Ensemble in 'Limehouse Blues'
Wilbur Mack
Subway Passenger ('Pay the Two Dollars')
Melvin Martin
Dancer
Matt Mattox
Chorus Boy
Bert May
Chorus Boy
Diane Meredith
Dancer
Ruth Merman
Ensemble in 'Limehouse Blues'
Lorraine Miller
Dancer
Joyce Murray
Dancer
Noreen Nash
Ziegfeld Girl
Janet Nevis
Dancer
Ray Nyles
Dancer
Helen O'Hara
Ziegfeld Girl
Billy O'Shay
Dancer
Garry Owen
1st Subway Policeman ('Limehouse Blues')
Jack Purcell
Chorus Boy
Tommy Rall
Chorus Boy
Ellen Ray
Couple with Parasols in 'Limehouse Blues'
Elynne Ray
Dancer
Jane Ray
Dancer
Dorothy Raye
Dancer
Jack Regas
Masked Man ('Limehouse Blues')
Beth Renner
Dancer
Ricky Ricardi
Chorus Boy
Alex Romero
Chorus Boy
Billy Shead
Couple with Parasols in 'Limehouse Blues'
Elaine Shepard
Ziegfeld Girl
Silver
Horse in 'Here's to the Girls'
Melba Snowden
Dancer
Walter Stane
Dancer
Ronald Stanton
Couple with Branches in 'Limehouse Blues'
Ivon Starr
Dancer
Larry Steers
Magistrate ('Pay the Two Dollars')
Count Stefenelli
Count ('This Heart of Mine')
Wanda Stevenson
Ensemble in 'Limehouse Blues'
Grady Sutton
Texan ('Number Please')
Ray Teal
2nd Subway Policeman ('Limehouse Blues')
Kay Thompson
Ziegfeld Girl
Audrey Totter
Phone Operator ('Number Please')
Robert Trout
Dancer
Dorothy Tuttle
Ziegfeld Girl
Dorothy Van Nuys
Ziegfeld Girl
Arthur Walsh
Telegraph Boy ('A Sweepstakes Ticket')
Robert Wayne
Dyseptic ('This Heart of Mine')
Eve Whitney
Ziegfeld Girl
Kay Williams
Girl ('Number Please') / Ziegfeld Girl (uncredited)
Katherine Yorke
Ziegfeld Girl

Produced by

Arthur Freed
producer

Music by

Roger Edens
(uncredited)
Lennie Hayton
(uncredited)
Conrad Salinger
(uncredited)

Cinematography by

George J. Folsey
director of photography (as George Folsey)
Charles Rosher
director of photography
Ray June
(uncredited)

Editing by

Albert Akst

Art Direction by

Cedric Gibbons
Merrill Pye
Jack Martin Smith
Lemuel Ayers
(uncredited)
Edward C. Carfagno
(uncredited)
Harry McAfee
(uncredited)

Set Decoration by

Edwin B. Willis

Costume Design by

Helen Rose
Tony Duquette
(uncredited)
Irene
(uncredited)

Makeup Department

Jack Dawn
makeup artist
Sydney Guilaroff
hair stylist
Florence Erickson
hair stylist (uncredited)
Dorothy Ponedel
key makeup artist (uncredited)

Production Management

Gilbert Kurland
unit manager (uncredited)

Second Unit Director or Assistant Director

Jack Greenwood
assistant director
Al Shenberg
assistant director
Lou Bunin
assistant director (uncredited)
Arvid Griffen
assistant director (uncredited)

Art Department

Mac Alper
associate set decorator
William Ferrari
art director: puppet sequence
Henry Greutert
sculptor
Irene Sharaff
art director: "Limehouse Blues" sequence (uncredited)

Sound Department

Douglas Shearer
recording director
Joe Edmondson
unit mixer (uncredited)
William Steinkamp
re-recording and effects mixer (uncredited)
Michael Steinore
re-recording and effects mixer (uncredited)
John A. Williams
re-recording and effects mixer (uncredited)

Visual Effects by

Mark Davis
matte paintings camera (uncredited)
A. Arnold Gillespie
miniatures (uncredited) / transparency projection shots (uncredited)
Warren Newcombe
matte paintings (uncredited)

Camera and Electrical Department

Robert J. Bronner
first assistant camera (segment "When Television Comes") (uncredited)
John M. Nickolaus Jr.
second camera operator (uncredited)
Sidney Wagner
photographer (uncredited)

Animation Department

Lou Bunin
animator
Lou Chuten
animation supervisor (uncredited)

Costume and Wardrobe Department

Irene
costume supervisor
Florence Bunin
puppet costume designer (segment "Pay the Two Dollars") (uncredited)
Eugene Joseff
costume jeweller (uncredited) / jeweller (uncredited)
George Petty
costume designer: Ziegfeld girls (uncredited)

Editorial Department

Henri Jaffa
associate color director: Technicolor
Natalie Kalmus
color director: Technicolor

Music Department

Ted Duncan
music arranger
Roger Edens
musical adapter
Lennie Hayton
musical director
Wally Heglin
orchestrator
Calvin Jackson
music arranger
Paul Marquardt
music arranger
Conrad Salinger
orchestrator
Kay Thompson
vocal arranger
Earl Cates
music mixer (uncredited)
Fletcher Henderson
music arranger (uncredited)
M.J. McLaughlin
music mixer (uncredited)

Additional Crew

Robert Alton
dance director
Roy Del Ruth
additional choreographer
Eugene Loring
additional choreographer
Charles Walters
additional choreographer
Helen Auer
secretary: Mr. Freed (uncredited)
Belva Lannan
secretary: Mr. Edens (uncredited)
Joe Niemeyer
stand-in: Fred Astaire (segment "Pay the Two Dollars") (uncredited)
Norman Taurog
director of prologue and retakes (uncredited)
All Filters