George Raft as Tony West

Vera Zorina as Gloria Vance

Grace McDonald as Kitty West

Charley Grapewin as Nick West

Ramsay Ames as Laura

Charles Butterworth as Louie Fairweather

Elizabeth Patterson as Annie

Regis Toomey as Dr. Henderson

George Macready as Walter Bruce

Jeanette MacDonald as Jeanette MacDonald

Marlene Dietrich as Marlene Dietrich

Dinah Shore as Dinah Shore

Donald O'Connor as Donald O'Connor

Peggy Ryan as Peggy Ryan

W.C. Fields as W. C. Fields

Orson Welles as Orson Welles (uncredited)

Arthur Rubinstein as Artur Rubinstein

Sophie Tucker as Sophie Tucker

Theodore von Eltz as William Barrett (uncredited)

Martha O'Driscoll as Martha O'Driscoll (uncredited)

Maxie Rosenbloom as Slapsy Maxie (uncredited)

Evelyn Ankers as Evelyn Ankers (uncredited)

Lon Chaney Jr. as Lon Chaney Jr. (uncredited)

Gale Sondergaard as Gale Sondergaard (uncredited)

Walter Abel as Walter Abel (uncredited)

Patty Andrews as Patty Andrews (uncredited)

Maxene Andrews as Maxene Andrews (uncredited)

Laverne Andrews as Laverne Andrews (uncredited)

Mary Rowland as Magic Maid (uncredited)

Alan Curtis as Alan Curtis (uncredited)

Andy Devine as Andy Devine (uncredited)

Thomas Gomez as Thomas Gomez (uncredited)

Frank Jenks as Chick Doyle (uncredited)

Sam Levene as Sgt. Leo Andreof (archive footage) (uncredited)