Miriam Hopkins as Gloria Bishop

Jack Oakie as Duke Taylor

William Collier Jr. as Floyd Stevens

Eugene Pallette as Gus

Lyda Roberti as Fanny Zabowolski

George Raft as Louie Brooks

Maurice Black as Max

DeWitt Jennings as Police Sergeant McGroody

Paul Fix as Benny

Eduardo Durant as Orchestra Leader

Mary Gordon as Scrubwoman

George Bickel as Spiegel

James Bradbury Jr. as Happy - Trombonist

Sam Coslow as Duke Taylor (singing voice)

Jesse De Vorska as Dance Hall Customer

Claire Dodd as Girl at Bar

Jack Elder as Minor Role

Paul Gibbons as Member, Eduardo Durant's Orchestra

Adelaide Hall as Gloria Bishop (singing voice)

William Halligan as Terry - Trumpeter

Walter Hiers as Ollie

Al Hill as Smitty - Bouncer (uncredited)

Frances Moffett as Ruby

Kent Taylor as Saxophonist

Alberta Vaughn as Marie

Fred Warren as Al - Pianist