Kay Johnson as Alayne Whiteoaks

Ian Hunter as Renny Whiteoaks

C. Aubrey Smith as Nicholas Whiteoaks

Nigel Bruce as Maurice Vaughn

David Manners as Eden Whiteoaks

Peggy Wood as Meg Whiteoaks

Jessie Ralph as Gran Whiteoaks

Theodore Newton as Piers Whiteoaks

Halliwell Hobbes as Ernest Whiteoaks

George Offerman, Jr. as Finch Whiteoaks

Clifford Severn as Wakefield "Wake" Whiteoaks

Molly Lamont as Pheasant Vaughn Whiteoaks

Forrester Harvey as Rags

Willie Best as Sam

Harry Holman as Mr. Cory