Janet Gaynor as Esther Blodgett / Vicki Lester

Fredric March as Norman Maine

Adolphe Menjou as Oliver Niles

May Robson as Lettie Blodgett

Andy Devine as Danny McGuire

Lionel Stander as Matt Libby

Owen Moore as Casey Burke

Peggy Wood as Miss Phillips

Elizabeth Jenns as Anita Regis

Edgar Kennedy as Pop Randall

J. C. Nugent as Mr. Blodgett

Guinn "Big Boy" Williams as Posture Coach

Irving Bacon as Station Agent (uncredited)

Jane Barnes as Waitress #1 (uncredited)

Clara Blandick as Aunt Mattie (uncredited)

Wade Boteler as Santa Anita Cop (uncredited)

Sidney Bracey as Burke's Butler (uncredited)

Harry C. Bradley as Niles' Assistant (uncredited)

George Chandler as Deliveryman (uncredited)

Pat Flaherty as Cuddles (uncredited)

Francis Ford as William Gregory (uncredited)

Joe Gray as Garcia (uncredited)

Jonathan Hale as Judge George J. Parris (uncredited)

Chuck Hamilton as Cop Outside Courtroom (uncredited)

Lillian Harmer as Wardrobe Woman (uncredited)

Edward Hearn as Sanitarium Attendant (uncredited)

I. Stanford Jolley as Boxing Ringside Spectator (uncredited)

Carole Landis as Girl in Beret at Santa Anita Bar (uncredited)

Chris-Pin Martin as José Rodriguez (uncredited)

Edwin Maxwell as Vocal Coach (uncredited)

Marshall Neilan as Bert (uncredited)

David Newell as Sam (uncredited)

Robert Emmett O'Connor as Santa Anita Clubhouse Bartender (uncredited)

Dennis O'Keefe as Burke's Party Guest (uncredited)

Franklin Pangborn as Billy Moon (uncredited)

Jed Prouty as Artie Carver (uncredited)

Tom Ricketts as Ray (uncredited)

Paul Stanton as Academy Award Presenter (uncredited)

Fred 'Snowflake' Toones as Witness (uncredited)

Clarence Wilson as Justice of the Peace (uncredited)

A.W. Sweatt as Aleck Blodgett (uncredited)