Claudette Colbert

Character: Geraldine 'Gerry' Jeffers

Joel McCrea

Character: Tom Jeffers

Mary Astor

Character: The Princess Centimillia

Rudy Vallee

Character: John D. Hackensacker III

Sig Arno

Character: Toto

Robert Warwick

Character: Mr. Hinch

Arthur Stuart Hull

Character: Mr. Osmond

Torben Meyer

Character: Dr. Kluck

Jimmy Conlin

Character: Mr. Asweld

Victor Potel

Character: Mr. McKeewie

William Demarest

Character: First Member Ale and Quail Club

Jack Norton

Character: Second Member Ale and Quail Club

Robert Greig

Character: Third Member Ale and Quail Club

Roscoe Ates

Character: Fourth Member Ale and Quail Club

Dewey Robinson

Character: Fifth Member Ale and Quail Club

Chester Conklin

Character: Sixth Member Ale and Quail Club

Sheldon Jett

Character: Seventh Member Ale and Quail Club

Robert Dudley

Character: Wienie King

Franklin Pangborn

Character: Manager

Arthur Hoyt

Character: Pullman Conductor

Al Bridge

Character: Conductor

Fred 'Snowflake' Toones

Character: Colored Bartender

Charles R. Moore

Character: Colored Porter

Frank Moran

Character: Brakeman

Harry Rosenthal

Character: Orchestra Leader

Esther Howard

Character: Wife of Wienie King

Frank Faylen

Character: Taxi Driver (uncredited)

J. Farrell MacDonald

Character: Officer O'Donnell (uncredited)

Edward McNamara

Character: Officer in Penn Station (uncredited)

Bert Moorhouse

Character: Diner on Train (uncredited)

Marcelle Corday

Character: Elderly Maid (uncredited)

Bess Flowers

Character: Gerry's Maid of Honor/Nightclub Extra (uncredited)

Max Wagner

Character: Tom's Best Man (uncredited)

Byron Foulger

Character: Jewelry Salesman (uncredited)

Joe Gilbert

Character: Store Employee (uncredited)