Adolphe Menjou as Phil Manning

Carole Landis as Sally Willows

John Hubbard as Tim Willows

William Gargan as Joel Clare

Verree Teasdale as Laura Bannister

Mary Astor as Marion Manning

Donald Meek as Henry, the Valet

Joyce Compton as Irene Clare

Inez Courtney as Miss Edwards

Franklin Pangborn as Mr. Pingboom

Marjorie Main as Nora, the Cook

Berton Churchill as Julian Marlowe

Margaret Roach as Dixie Gale

Ray Turner as Mose

Norman Budd as Jimmy

Polly Ann Young as Miss Gertie Twill

Eleanor Riley as Lorraine

Murray Alper as Doc, the Masseur

Miki Morita as Ito

Yolande Donlan as Marie, the Maid (as Yolande Mollot)

Georges Renavent as Mr. Ram (as George Renavent)

Peter Adams as Photographer (uncredited)

Ward Arnold as Employee (uncredited)

Ralph Brooks as Chauffeur (uncredited)

Chester Clute as Briggs (uncredited)

Hal Cooke as Copyrighter (uncredited)

John Davidson as Minor Role (uncredited)

Dorothy Dugan as Bathing Model (uncredited)

Jack Egan as Photographer's Assistant (uncredited)

Joe Hartman as Model (uncredited)

Kenner G. Kemp as Nightclub Patron (uncredited)

Gwen Kenyon as Model (uncredited)

Wright Kramer as Dr. Brown (uncredited)

Carl M. Leviness as Man in Outer Office (uncredited)

Jerry Mandy as Remisoff - First Photograper (uncredited)

Buddy Messinger as Elevator Boy (uncredited)

Harold Miller as Nightclub Patron (uncredited)

Harold Minjir as Pet Shop Clerk (uncredited)

Bert Moorhouse as Photographer's Assistant (uncredited)

Frances Morris as Marlowe's Secretary (uncredited)

Forbes Murray as Carter (uncredited)

William H. O'Brien as Nightclub Waiter (uncredited)

Elsa Peterson as Minor Role (uncredited)

Rebel Randall as Model (uncredited)

Jack Rice as Second Photographer (uncredited)

Louise Ritchie as Maid (uncredited)

Marshall Ruth as Minor Role (uncredited)

Gwen Seager as Dress Model (uncredited)

Mildred Sellers as Model (uncredited)

Robert 'Buddy' Shaw as Second Clerk (uncredited)

Carlie Taylor as Photographer's Assistant (uncredited)

Russell Wade as Officer Worker in Corridor (uncredited)

Larry Wheat as Meek Man in Outer Office (uncredited)