Janet Gaynor as Martha Karenye

Loretta Young as Susie Schmidt

Constance Bennett as Yoli Haydn

Simone Simon as Marie Armand

Don Ameche as Dr. Rudi Imre

Tyrone Power as Karl Lanyi

Paul Lukas as John Barta

Alan Mowbray as Paul Sandor

Virginia Field as Countess Helena

Lynn Bari as Dress Shop Clerk (uncredited)

Helen Dickson as Undetermined Role (uncredited)