Priscilla Lane as Ann Lemp Deitz

Rosemary Lane as Kay Lemp Forrest

Lola Lane as Thea Lemp Crowley

Gale Page as Emma Lemp Talbot

Claude Rains as Adam Lemp

Jeffrey Lynn as Felix Deitz

Eddie Albert as Dr. Clint Forrest, Jr.

May Robson as Aunt Etta

Frank McHugh as Ben Crowley

Dick Foran as Ernest Talbot

Vera Lewis as Mrs. Ridgefield

Herbert Anderson as Reporter (uncredited)

Irving Bacon as Cigar Store Proprietor (uncredited)

Egon Brecher as Music Foundation Director (uncredited)

Eddy Chandler as Mover (uncredited)

Dick Elliott as Ed (uncredited)

Frank Ferguson as Music Foundation Director (uncredited)

James Flavin as Demolition Man (uncredited)

Edward Gargan as Harry (uncredited)

William Gould as Tom (uncredited)

Thurston Hall as Mr. Davis (uncredited)

Howard Hickman as Music Foundation Director (uncredited)

Frank Jaquet as Rock (uncredited)

Paul Maxey as Fat Ocean Zephyr Investor (uncredited)

Frank Mayo as Worker Not Wearing Mask (uncredited)

Jack Mower as Thomas (uncredited)

Oscar O'Shea as George Edwards (uncredited)

Frank Reicher as Festival Committee Member (uncredited)

Thomas W. Ross as Burton Alder (uncredited)

Ralph Sanford as Bill (uncredited)

Charles Trowbridge as Festival Committee Member (uncredited)