Lana Turner as Lily Brannel James

Ray Milland as Steve Harleigh

Tom Ewell as Tom Caraway

Louis Calhern as Jim Leversoe

Ann Dvorak as Mary Ashlon

Barry Sullivan as Lee Gorrance

Margaret Phillips as Nora Harleigh

Jean Hagen as Maggie Collins

Phyllis Kirk as Jerry

Sara Haden as Smitty

Hermes Pan as Specialty Dancer

Dorothy Abbott as Model (uncredited)

Tom Bernard as Adam (uncredited)

Whit Bissell as Rental Agent (uncredited)

Marlo Dwyer as Birthday Party Guest (uncredited)

Bess Flowers as Cocktail Lounge Patron (uncredited)

Kathleen Freeman as Switchboard Operator at Betsy Ross Hotel (uncredited)

Beverly Garland as Party Guest (uncredited)

Glen Gregory as Ventriloquist (uncredited)

Percy Helton as Hamburger Proprietor (uncredited)

Queenie Leonard as Hotel Matron (uncredited)

Sarah Padden as Betsy Ross Hotel Overseer (uncredited)

Ann Robinson as Woman Showing Legs (uncredited)

Dorothy Tree as Caraway Secretary (uncredited)

Lurene Tuttle as Secretary (uncredited)

Joan Valerie as Party Guest (uncredited)

Christopher Olsen as Pete, Maggie's Son

Georgia Holt as Agency Model (uncredited)

Roberta Johnson as Model (uncredited)