Ian Hunter as Theseus

Verree Teasdale as Hippolyta

Hobart Cavanaugh as Philostrate

Dick Powell as Lysander

Ross Alexander as Demetrius

Olivia de Havilland as Hermia

Jean Muir as Helena

Grant Mitchell as Egeus

Frank McHugh as Quince

Dewey Robinson as Snug

James Cagney as Bottom

Joe E. Brown as Flute

Hugh Herbert as Snout

Otis Harlan as Starveling

Arthur Treacher as Epilogue

Victor Jory as Oberon

Anita Louise as Titania

Nini Theilade as Fairie

Mickey Rooney as Puck

Katherine Frey as Pease-Blossom

Helen Westcott as Cobweb

Fred Sale Jr. as Moth

Billy Barty as Mustard-Seed

Sheila Brown as Changeling Prince (uncredited)

George P. Breakston as Body Double for Mickey Rooney (uncredited)