Kay Francis as Janet Steele

William Gargan as Ace Boreman

Victor Jory as Doc

Maxie Rosenbloom as Stuffy McInnes

Eddie Foy Jr. as Denny Corson

Sheila Bromley as Frieda Boreman

Eve Arden as Kit Campbell

Charles Anthony Hughes as Bill Steele

Frankie Burke as Johnnie

Spencer Charters as Farmer

Vera Lewis as Farmer's Wife

William Gould as Palmer

Gordon Hart as Air Races Official

Ila Rhodes as Joan

Rosella Towne as Phyllis

Marian Alden as Aviatrix (uncredited)

Marie Astaire as Woman (uncredited)

Richard Bond as Salesman (uncredited)

Sidney Bracey as Race Official / Spectator (uncredited)

Nat Carr as Salesman (uncredited)

Allan Cavan as Wichita Official (uncredited)

Glen Cavender as Airport Policeman / Mob Scene Extra (uncredited)

Alice Connors as Aviatrix (uncredited)

Joe Cunningham as Telegraph Office Attendant (uncredited)

Steve Darrell as Photographer (uncredited)

Lucille De Nevers as Woman (uncredited)

Edgar Edwards as Wichita Starter (uncredited)

Hudson Faucett as Attendant (uncredited)

Frank Faylen as Chuck - the Mechanic (uncredited)

Iris Gabrielle as Aviatrix (uncredited)

Jack Gardner as Ace's Mechanic (uncredited)

Kit Guard as Bartender / Mechanic (uncredited)

George Guhl as Joe - the Bartender (uncredited)

John Harron as Process Server (uncredited)

John Hiestand as Cleveland Radio Announcer (uncredited)

Diana Hughes as Aviatrix (uncredited)

David Kerman as Photographer (uncredited)

Milton Kibbee as Burbank Official (uncredited)

Reid Kilpatrick as Cleveland Announcer on Podium (uncredited)

Alexander Leftwich as Cleveland Official (uncredited)

Al Lloyd as Wichita Official (uncredited)

Wilfred Lucas as Burbank Offical (uncredited)

Frank Mayo as Salesman (uncredited)

Harold Miller as Salesman (uncredited)

Carlyle Moore Jr. as Cleveland Radio Operator (uncredited)

Will Morgan as Interne (uncredited)

Jack Mower as Salesman (uncredited)

Wedgwood Nowell as Cleveland Official (uncredited)

Pat O'Malley as Cleveland Official (uncredited)

Paul Panzer as Frieda's Mechanic (uncredited)

Lee Phelps as Wichita Official (uncredited)

John J. Richardson as Airport Man Getting Hose Out (uncredited)

John Ridgely as Salesman (uncredited)

Sally Sage as Aviatrix (uncredited)

Cliff Saum as Policeman at Airport (uncredited)

Brick Sullivan as Policeman at Cleveland Air Field (uncredited)

Don Turner as Mechanic Guarding Door (uncredited)

Emmett Vogan as Radio Announcer (uncredited)

Leo White as Mechanic / Cleveland Spectator (uncredited)

Tom Wilson as Cleveland Spectator (uncredited)

Jack Wise as Welcoming Official / Cleveland Spectator (uncredited)