Spencer Tracy as Karl Decker

Hedy Lamarr as Georgi Gragore

Verree Teasdale as Madame Marcesca

Kent Taylor as Phil Mayberry

Laraine Day as Linda Rodgers

Mona Barrie as Sandra Mayberry

Jack Carson as Joe

Paul Cavanagh as Bill Rodgers

Louis Calhern as Dr. Martin Sumner Duveen

Frances Drake as Lola Estermont

Marjorie Main as Gertie

George E. Stone as Sid

Willie Best as Sambo

Don Castle as Ted Fenton

Dalies Frantz as Joe Barnes

Reed Hadley as Bob Hampton

Lowden Adams as Phil's Butler (uncredited)

King Baggot as Man in Subway (uncredited)

Polly Bailey as Mrs. Glutz - Woman in Clinic (uncredited)

Arthur Belasco as Minor Role (uncredited)

Leon Belasco as Pancho (uncredited)

Joe Bordeaux as Man in Clinic (uncredited)

Ralph Brooks as Night Club Dance Extra (uncredited)

Charles D. Brown as Police Lieutenant (uncredited)

Jack Chefe as Waiter (uncredited)

David Clyde as Ship Steward (uncredited)

Tom Collins as Intern Harry (uncredited)

Nell Craig as Nurse on Ship (uncredited)

Richard Cramer as Man with Packages in Subway (uncredited)

Rosina Galli as Clinic Woman Who Lost Her Baby (uncredited)

Jack Gardner as Taxi Driver (uncredited)

George Humbert as Tony - Pushcart Vendor and Clinic Supporter (uncredited)

Clarke Jennings as Reynolds - Rodgers' Chauffeur (uncredited)

Edward Keane as Dr. Harrison (uncredited)

Jack Kenney as Clinic Well-Wisher with Cigar (uncredited)

Peggy Leon as Martha - Georgi's Maid (uncredited)

Joe Levine as Big Boy (uncredited)

Jimmie Lucas as Taxi Driver (uncredited)

Matt McHugh as Mike Fescue - Man in Clinic (uncredited)

Esther Michelson as Woman in Clinic (uncredited)

Rhea Mitchell as Decker's Secretary (uncredited)

Natalie Moorhead as May - Saleslady (uncredited)

Albert Petit as Waiter (uncredited)

Lee Phelps as Policeman (uncredited)

Cyril Ring as Night Club Extra (uncredited)

Ronald R. Rondell as Night Club Extra (uncredited)

Syd Saylor as First Taxi Driver (uncredited)

John Sheehan as Clinic Patient with Good Blood Pressure (uncredited)

John Shelton as Intern Steve (uncredited)

Florence Shirley as Mrs. Leila Bettincourt (uncredited)

Napoleon Simpson as Thompson - a Doorman (uncredited)

Rafael Alcayde as Raoul Cedro (uncredited)

Charles Trowbridge as Dr. Morris (uncredited)

Gayne Whitman as Dr. Phelps (uncredited)

Florence Wix as Mrs. Winterhalter (uncredited)

Sally Martin as Sid’s Daughter (uncredited)