Lily Pons as Annette Monard

Henry Fonda as Johnny Street

Eric Blore as Roger Briggs

Osgood Perkins as Paul Darcy

Lucien Littlefield as Hubert Dilley

Lucille Ball as Gwendolyn Dilley

Mischa Auer as Darcy's Pianist

Paul Porcasi as Uncle Tito

Scotty Beckett as Boy on Carousel

Billy Gilbert as Cook at Cafe (uncredited)

Ferdinand Gottschalk as Snobbish Critic (uncredited)

Clarence Wilson as The Lawyer (uncredited)

Richard Carle as Snobbish Critic (uncredited)

Gino Corrado as Waiter in Cafe (uncredited)

Oscar Apfel as Cafe Owner (uncredited)

Elise Cavanna as Darcy's Secretary (uncredited)

James Conaty as Audience Extra (uncredited)

Esther Dale as Mrs. Dilley (uncredited)

Kirby Grant as Violinist (uncredited)

Al Haskell as Wagon Driver (uncredited)

Paul Irving as Flat Tuba Player (uncredited)

DeWitt Jennings as Man Yelling for Food (uncredited)

Maxine Jennings as Sixth Girl in 'I Dream Too Much' Number (uncredited)

Ferdinand Munier as Carousel Owner (uncredited)

Wedgwood Nowell as Guest at Party (uncredited)

Russ Powell as Carousel Operator (uncredited)

June Story as Girl in 'I Dream Too Much' Number (uncredited)