Honolulu

Eleanor Powell

as Miss Dorothy 'Dot' March

Robert Young

as Brooks Mason / George Smith

George Burns

as Joe Duffy

Gracie Allen

as Millicent 'Millie' De Grasse

Rita Johnson

as Cecelia Grayson

Clarence Kolb

as Mr. Horace Grayson

Jo Ann Sayers

as Nurse

Ann Morriss

as Gale Brewster

Willie Fung

as Wong

Cliff Clark

as First Detective

Edward Gargan

as Second Detective

Eddie 'Rochester' Anderson

as Washington

Sig Ruman

as Psychiatrist

Ruth Hussey

as Eve

Kealohu Holt

as Native Dancing Girl

Edgar Dearing

as Jailer

Bess Flowers

as Grayson's Party Guest (uncredited)

Russell Hicks

as Mr. Clifford Jones (uncredited)

Jo Stafford

as Member of The Pied Pipers (uncredited)

Tom Neal

as Ambulance Intern (uncredited)

Ken Darby

as Groucho 1 (uncredited)

Jon Dodson

as Chico (uncredited)

Bud Linn

as Harpo (uncredited)

Rad Robinson

as Groucho 2 (uncredited)

Roy Atwell

as Bearded Man on Ship (uncredited)

Diane Cook

as Second Passenger (uncredited)

Andy Iona

as Andy Iona (uncredited)

Betty Jaynes

as Singer (uncredited)

Edward LeSaint

as Minister (uncredited)

Helen MacKellar

as Middle Telephone Operator (uncredited)

Douglas McPhail

as Bing Crosby Impersonator (uncredited)

James Millican

as Lifeguard on Ship (uncredited)

Alberto Morin

as Clerk (uncredited)

William Newell

as Second Interne

Claire Owen

as First Telephone Operator (uncredited)

Bert Roach

as Grayson's Party Guest (uncredited)

Clarice Sherry

as Third Passenger (uncredited)

Phillip Terry

as Nightclub Bandleader (uncredited)

Martha Tibbetts

as Last Telephone Operator (uncredited)

Laura Treadwell

as Mrs. Brady, Elderly Guest (uncredited)

William Wagner

as Pallbearer (uncredited)

Christina Welles

as Minor Role (uncredited)