Charles Ruggles as Pete Wells

Phil Harris as Alan Chandler

Helen Mack as Laurie Marlowe

Greta Nissen as Elsa Von Rader

Chick Chandler as Hickey

June Brewster as Zoe

Shirley Chambers as Vera

Florence Roberts as Miss Potts

Marjorie Gateson as Mrs. Wells

Betty Grable as First Stewardess (uncredited)