Miriam Hopkins as Lily

Kay Francis as Mariette Colet

Herbert Marshall as Gaston Monescu

Charles Ruggles as The Major

Edward Everett Horton as François Filiba

C. Aubrey Smith as Adolph J. Giron

Robert Greig as Jacques (the Butler)

Luis Alberni as Annoyed Opera Fan (uncredited)

Hooper Atchley as Insurance Agent (uncredited)

Tyler Brooke as Commercial Singer (uncredited)

Marion Byron as Maid (uncredited)

Louise Carter as Woman with Wrong Handbag (uncredited)

Gino Corrado as Venetian (uncredited)

George Humbert as Waiter in Venice (uncredited)

Perry Ivins as Radio Commentator (uncredited)

Leonid Kinskey as Russian Visitor (uncredited)

Gus Leonard as Elderly Servant (uncredited)

Carl M. Leviness as Party Guest (uncredited)

Fred Malatesta as Hotel Manager (uncredited)

Eva McKenzie as Duchess Chambreau (uncredited)

Donald Novis as Vocalist - Title Song (uncredited)

Hector V. Sarno as Prefect of Police (uncredited)

Rolfe Sedan as Purse Salesman (uncredited)

Larry Steers as Party Guest (uncredited)

Frederick Sullivan as Operagoer on Mezzanine (uncredited)

Nella Walker as Mme. Bouchet (uncredited)

Stanhope Wheatcroft as Party Guest (uncredited)

Florence Wix as Party Guest (uncredited)