William Holden
as Jim Duncan
Fred Astaire
as Harlee Claiborne
Susan Blakely
as Patty
Susan Flannery
as Lorrie
Sheila Mathews
as Paula Ramsay
Normann Burton
as Giddings
Jack Collins
as Mayor Ramsay
Mike Lookinland
as Phillip Allbright
Scott Newman
as Young Fireman