Warner Baxter as George Curson

Joan Bennett as Wendy Van Klettering

Helen Vinson as Mary Curson

Mischa Auer as Prince Muratov

Alan Mowbray as Henry Morgan

Jerome Cowan as W. Brockton

Alma Kruger as Sophie Miller

Marjorie Gateson as Mrs. George Curtis-Lemke

Penny Singleton as Miss Violet Sims

Polly Rowles as Betty Mason

George Tapps as Tap Dancer

Virginia Verrill as Singer

Fred Lawrence as Singer

Gloria Gilbert as Ballet Dancer

The Wiere Brothers as The Wiere Brothers

Harry Wiere as One of the Wiere Brothers

Herbert Wiere as One of the Wiere Brothers

Sylvester Wiere as One of the Wiere Brothers

Maurice Rocco as Pianist / Singer

Dotty Saulter as Vocalist

Four Hot Shots as Dancing Ensemble

Victor Young as Victor Young - Orchestra Leader

Jean Acker as Maid

Kay Aldridge as Katherine - a Model

Irving Bacon as Curson - Accountant

Judith Barrett as Model

Lucille Battle as Dancer in 'Turn On That Red Hot Heat - Burn Your Blues Away'

Jack Baxley as Railroad Man with Scenery

Cosmo Kyrle Bellew as Man in Tuxedo

Evelyn Beresford as Mrs. van der Grift

Roman Bohnen as Morgan's Lawyer

Mildred Boyd as Dancer in 'Turn On That Red Hot Heat - Burn Your Blues Away'

Peggy Calvin as Model

Noreen Carr as Model

Olive Cawley as Model

Jack Chefe as Nightclub Patron

James Conaty as Nightclub Patron

Hal K. Dawson as Jim - Ticket Seller in Boston

Betty Douglas as Model

Dorothea Durham as Dancer in 'Turn On That Red Hot Heat & Burn Your Blues Away'

Dick Elliott as Johnny Withers - Ticket Broker

Rex Evans as Londoner in Fall Show

Phyllis Gilman as Model

Deanie Gordon as Dancer in 'Turn On That Red Hot Heat - Burn Your Blues Away'

Elizabeth 'Libby' Harben as Model

Avanelle Harris as Dancer in 'Turn On That Red Hot Heat - Burn Your Blues Away'

Winifred Harris as Woman in Gold Room

Martha Heveran as Model

Hedda Hopper as Mrs. Van Klettering

Mae E. Johnson as Dancer in 'Turn On That Red Hot Heat - Burn Your Blues Away'

I. Stanford Jolley as Waiter at Spring Show

Frances Joyce as Model

Lee Kohlmar as Employment Clerk

Vickie Lester as Model

Rosalie Lincoln as Dancer in 'Turn On That Red Hot Heat - Burn Your Blues Away'

Ruth Martin as Model

Edmund Mortimer as Mr. Mortimer - a Creditor

Harry Myers as Husband

Dennis O'Keefe as Nightclub Patron

Mary Oakes as Model

Jason Robards Sr. as Reporter

Ronald R. Rondell as Minor Role

Marla Shelton as Violet - Model Who Quits

Larry Steers as Fashion Show Patron

Rosemary Theby as Wife

Ida Vollmar as Model

Kathrin Clare Ward as Cleaning Woman with Hat

Charles Williams as Customs Man in Fall Show

Pat Wing as Blonde Telephone Operator

Betty Wyman as Model