Joan Fontaine as Sheila Harrison

Allan Lane as Bill Norman

Billy Gilbert as Mr. Papalapoulas

Cecil Kellaway as Geoffrey

Hedda Hopper as Mrs. Harrison

William Brisbane as Wally Martin

Vickie Lester as Adele - Bill's Cousin

Hilda Vaughn as Mary - Harrison's Maid

George Irving as Mr. Norman

Frank M. Thomas as 'Mac' McCarthy

Solly Ward as Mischa

Eddie Gribbon as Tim Hogan

Jack Carson as Rollercoaster Ride Attendant (uncredited)

Lee Patrick as Kissing Milk Customer (uncredited)

Paul Guilfoyle as P.X. Quinn - Bailbondsman (uncredited)

I. Stanford Jolley as Rollercoaster Rider (uncredited)

Frances Gifford as Ticket Seller - Octopus Concession (uncredited)

Billy Wayne as Phillips - Adele's Chauffeur (uncredited)

Anderson Lawler as Police Car 29 Driver (uncredited)

Theodore Lorch as Headwaiter (uncredited)

George Guhl as Jailer (uncredited)

Frank Fanning as Policeman Frank (uncredited)

Edgar Dearing as Police Detective (uncredited)

Robert Homans as Desk Sergeant (uncredited)

Mary MacLaren as Woman Dancing (uncredited)

Frank O'Connor as Police Sergeant (uncredited)

Max Wagner as Sam Johnson - Milk Man (uncredited)