Spencer Tracy as Sam Craig

Katharine Hepburn as Tess Harding

Fay Bainter as Ellen Whitcomb

Reginald Owen as Clayton

Minor Watson as William J. Harding

William Bendix as Pinkie Peters

Gladys Blake as Flo Peters

Dan Tobin as Gerald Howe

Roscoe Karns as Phil Whittaker

William Tannen as Ellis

Ludwig Stössel as Dr. Lubbeck

Sara Haden as Matron

Edith Evanson as Alma

George Kezas as Chris

Jimmy Ames as Cab Driver (uncredited)

Herbert Ashley as Stage Doorman (uncredited)

Dorothy Ates as Phone Girl (uncredited)

William Bailey as Baseball Fan (uncredited)

Brooks Benedict as Clayton's Secretary (uncredited)

John Berkes as Pal (uncredited)

Symona Boniface as Tess' Party Guest (uncredited)

Elfriede Borodin as Leni (uncredited)

Jack Carr as Baseball Spectator Behind Tess (uncredited)

Ruth Cherrington as Foreigner (uncredited)

Ann Codee as Madame Sylvia (uncredited)

Jimmy Conlin as Reporter at Bar (uncredited)

Jules Cowles as Joe (uncredited)

Floyd Criswell as Policeman (uncredited)

Fern Emmett as Mrs. Calverton (uncredited)

Curt Furburg as Foreigner (uncredited)

Lisa Golm as Yugoslav Consul's Wife (uncredited)

George Guhl as Door Attendant (uncredited)

Winifred Harris as Chairlady (uncredited)

Carey Harrison as Spaniard (uncredited)

William Holmes as Man at Banquet (uncredited)

Bobby Larson as Dickie Dunlap (uncredited)

Ben Lessy as Punchy (uncredited)

Murdock MacQuarrie as Head Copy Reader (uncredited)

Edward McWade as Adolph (uncredited)

Frank Mills as Mug (uncredited)

Gerald Mohr as Radio Emcee (voice) (uncredited)

Amber Norman as Showgirl (uncredited)

Sergio Orta as Mr. Yes (uncredited)

George Ovey as Little Sports Reporter (uncredited)

Bob Perry as Referee (uncredited)

Jack Raymond as Mug (uncredited)

Cyril Ring as Mr. Harding's Chauffeur (uncredited)

Julian Rivero as Spaniard (uncredited)

Henry Roquemore as Marcus Calverton (uncredited)

Cy Schindell as Pinkie's Listener in Bar (uncredited)

Harry Semels as Mug (uncredited)

John Sheehan as Red Face (uncredited)

Eddie Lou Simms as Champ (uncredited)

Walter O. Stahl as Yugoslav Consul (uncredited)

Charles Sullivan as Cabby (uncredited)

Ray Teal as Married Sports Reporter (uncredited)

Harry Tenbrook as Mug (uncredited)

Michael Visaroff as Russian Guest (uncredited)

Larry Wheat as Reporter at Baseball Game (uncredited)

Harry Wilson as Lubbeck's Bodyguard (uncredited)

Duke York as Football Player (uncredited)

Joe Yule as Building Superintendent (uncredited)