Tallulah Bankhead as Carol Morgan

Robert Montgomery as William 'Bill' Wade

Hugh Herbert as Peter M. Blainey

Maurice Murphy as Anthony 'Tony' Wade

Louise Closser Hale as First Landlady

Anna Appel as Mrs. Mandel, Second Landlady

Lawrence Grant as Mr. Ledyard

Henry Kolker as Mr. Carter

Jack Baxley as Candy Store Proprietor

Jack Rube Clifford as Truck Driver

Jay Eaton as Chez Louise Manager

Theresa Harris as Amanda

Sterling Holloway as Photographer

Tenen Holtz as Diner Proprietor

Virginia Howell as Mrs. Blainey

Tiny Jones as Little Woman in Bread Line

James T. Mack as The Morgan Butler

Geneva Mitchell as Party Guest

William H. O'Brien as Croupier

Marshall Ruth as Party Guest

Evelyn Selbie as Hungry Woman in Bread Line

Ben Taggart as Officer Clancy

Phil Tead as Reporter