Constance Bennett as Marion Kerby

Cary Grant as George Kerby

Roland Young as Cosmo Topper

Billie Burke as Mrs. Topper

Alan Mowbray as Wilkins

Eugene Pallette as Casey

Arthur Lake as Elevator Boy

Hedda Hopper as Mrs. Stuyvesant

Virginia Sale as Miss Johnson

Theodore von Eltz as Hotel Manager

J. Farrell MacDonald as Policeman

Elaine Shepard as Secretary

Doodles Weaver as Rustic

Si Jenks as Rustic

Irving Bacon as Hotel Clerk (uncredited)

Lionel Belmore as Bank Guard (uncredited)

Clem Bevans as Board Member (uncredited)

Betty Blythe as Mrs. Goodrich (uncredited)

Ward Bond as Eddie (uncredited)

Hoagy Carmichael as Hoagy - Piano Player (uncredited)

Claire Du Brey as Sales Clerk (uncredited)

Bess Flowers as Patron at Rainbow Club (uncredited)

Pat Gleason as Taxicab Driver (uncredited)

Kenneth Harlan as Hotel Manager (uncredited)

Grace Hayle as Outraged Heavy Woman (uncredited)

George Humbert as Tony - Nightclub Owner (uncredited)

Syd Saylor as Car Salesman (uncredited)

Martha Tilton as Member of 'Three Hits and a Miss' (uncredited)

Lana Turner as Nightclub Patron (uncredited)

Russell Wade as Nightclub Patron (uncredited)

Ruth Warren as Hen-Pecked Motorist's Wife (uncredited)

Claire Windsor as Mrs. Simpkins (uncredited)

Ernie Alexander as Reporter (uncredited)

Marvin Bailey as Member of 'Three Hits and a Miss' (uncredited)

Davison Clark as Police Sergeant (uncredited)

Dona Dax as Hat-Check Girl (uncredited)

Vince Degen as Member of 'Three Hits and a Miss' (uncredited)

Eddie Fetherston as Courtroom Reporter (uncredited)

Tom Herbert as Hen-Pecked Motorist (uncredited)

Shep Houghton as Waiter (uncredited)

William Irving as Policeman (uncredited)

Eddie Kane as Maitre d' (uncredited)

Harold Miller as Nightclub Patron (uncredited)

Frank O'Connor as Sea Breeze Hotel Doorman (uncredited)

Bill Seckler as Member of 'Three Hits and a Miss' (uncredited)

Walter Walker as Judge (uncredited)

Billy Wayne as Taxicab Driver (uncredited)

Harry Wilson as Onlooker at Street Brawl (uncredited)

Harry Adams as

Marie Barde as

Ralph Brooks as

James Carlisle as Nightclub Patron (uncredited)

Eddy Chandler as

Dick Cherney as Nightclub Patron (uncredited)

Dorothy Christy as

Lester Dorr as Bank Teller (uncredited)

Tom Ferrandini as Nightclub Patron (uncredited)

Sam Flint as Board Member (uncredited)

Kay Garrett as

Anita Garvin as

Dick Gordon as Nightclub Patron (uncredited)

Herschel Graham as Nightclub Patron (uncredited)

Robert Haines as

Max Hoffman Jr. as

Sheldon Jett as

Crauford Kent as

Carl M. Leviness as

Leota Lorraine as

Jack Mulhall as

Jack Perry as

Alexander Pollard as Maitre d' (uncredited)

Jack Raymond as Taxicab Driver (uncredited)

Cyril Ring as

Art Rowlands as

Scott Seaton as

Eric Wilton as