Carole Lombard as Kay Colby

Preston Foster as Scott Miller

Cesar Romero as Bill Wadsworth

Janet Beecher as Mrs. Colby

Betty Lawford as Countess Jane Campanella

Forrester Harvey as Chief Steward

Richard Carle as Brinkerhoff

Joyce Compton as Mary Lee

Bert Roach as The Host

Diana Gibson as The Secretary

George Beranger as Charles (uncredited)

Donald Briggs as Stuart Farnum (uncredited)

E. E. Clive as Yacht Captain (uncredited)

Edward Earle as Quartermaster (uncredited)

Jay Eaton as Night Club Patron (uncredited)

Pat Flaherty as Bouncer (uncredited)

Bess Flowers as Extra as Diner at Dubin's (uncredited)

Nan Grey as Telephone Girl (uncredited)

Mia Ichioka as Yuki - Kay's Maid (uncredited)

George Magrill as Sailor (uncredited)

Ralph Malone as College Boy (uncredited)

Alphonse Martell as Headwaiter at Dubin's (uncredited)

Bert Moorhouse as Brokerage Clerk (uncredited)

Jack Mower as Doorman (uncredited)

Dennis O'Keefe as College Boy (uncredited)

Larry Steers as Dubin's Diner Customer (uncredited)

Charles Tannen as Clerk (uncredited)

Sammee Tong as Steward (uncredited)

Theodore von Eltz as Clerk (uncredited)