Julie Andrews ... Victoria Grant
James Garner ... King Marchand
Robert Preston ... Carole "Toddy" Todd
Lesley Ann Warren ... Norma Cassady
Alex Karras ... 'Squash' Bernstein
John Rhys-Davies ... Andre Cassell
Graham Stark ... Waiter
Peter Arne ... Labisse
Herb Tanney ... Charles Bovin (as Sherloque Tanney)
Michael Robbins ... Manager of Victoria's hotel
Norman Chancer ... Sal Andratti
David Gant ... Restaurant Manager
Maria Charles ... Madame President
Malcolm Jamieson ... Richard DiNardo
John Cassady ... Juke
Mike Tezcan ... Clam
Christopher Good ... Stage Manager
Matyelok Gibbs ... Cassell's Receptionist (as Matyelock Gibbs)
Jay Benedict ... Guy Langois
Olivier Pierre ... Langois' Companion
Martin Rayner ... Concierge
George Silver ... Fat Man Eating an Eclair
Joanna Dickens ... Large Lady in Restaurant
Terence Skelton ... Deviant Husband
Ina Skriver ... Simone Kallisto
Stuart Turton ... Boyfriend to Actress
Geoffrey Beevers ... Police Inspector
Sam Williams ... Chorus Boy
Simon Chandler ... Chorus Boy
Neil Cunningham ... Nightclub M.C
Vivienne Chandler ... Chambermaid
Bill Monks ... Leclou
Perry Davey ... Balancing Man
Elizabeth Vaughan ... Opera Singer in Madame Butterfly
Paddy Ward ... René, Photographer
Tim Stern ... Desk Clerk Third Rate Hotel
Norman Alden ... Man in Hotel with Shoes (uncredited)
George Lane Cooper ... Man in Bar (uncredited)
Peter Diamond ... Man in Bar (uncredited)
Geoffrey Edwards ... Admirer at Rehearsal (uncredited)
Derek Lyons ... Dancer (uncredited)
Chrissy Monk ... Dancer (uncredited)
Ralph Morse ... Saxophonist in Club Sequence (uncredited)
Glen Murphy ... Boxer (uncredited)
Nosher Powell ... Man in Bar (uncredited)

In 1934 Paris, trained coloratura soprano Victoria Grant, a native Brit, can't get a job as a singer and is having trouble making ends meet. She doesn't even have enough money for the basics of food and shelter. Gay cabaret singer Carole 'Toddy' Todd may befall the same fate as Victoria as he was just fired from his singing gig at a second rate club named Chez Lui. To solve both their problems, Toddy comes up with what he considers an inspired idea: with Toddy as her manager, Victoria, pretending to be a man, get a job singing as a female impersonator. If they pull this scheme off, Toddy vows Victoria, as her male alter ego, will be the toast of Paris and as such be extremely wealthy. That alter ego they decide is Polish Count Victor Grazinski, Toddy's ex-lover who was disowned by his family when they found out he was gay. The Count auditions for the city's leading agent...

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