William Powell as Dan Hardesty

Kay Francis as Joan Ames

Aline MacMahon as Countess Barilhaus

Frank McHugh as Skippy

Warren Hymer as Sgt. Steve Burke

Frederick Burton as The Doctor

Glen Cavender as French Bartender (uncredited)

Mike Donlin as Hong Kong Bartender (uncredited)

Stanley Fields as Freighter Captain (uncredited)

Willie Fung as Hong Kong Curio Dealer (uncredited)

Al Ernest Garcia as Honolulu Cigar Store Proprietor (uncredited)

Douglas Gerrard as Sir Harold (uncredited)

Ruth Hall as Friend of Joan's (uncredited)

William Halligan as Agua Caliente Bartender (uncredited)

Mel Kalish as Singer, 'If I Had My Way' (uncredited)

Roscoe Karns as S.S. Maloa Bartender (uncredited)

Allan Lane as Friend of Joan's (uncredited)

Herbert Mundin as S.S. Maloa Steward (uncredited)

Dewey Robinson as Honolulu Bartender (uncredited)

Harry Seymour as Ship's Officer (uncredited)

Charles Sherlock as Man Listening to Betty (uncredited)

Stanhope Wheatcroft as