Virginia Bruce as Kitty Carroll

John Barrymore as Professor Gibbs

John Howard as Richard Russell

Charles Ruggles as George

Oskar Homolka as Blackie

Edward Brophy as Bill

Donald MacBride as Foghorn

Margaret Hamilton as Mrs. Jackson

Shemp Howard as Frankie

Anne Nagel as Jean

Kathryn Adams as Peggy

Maria Montez as Marie

Charles Lane as Growley

Mary Gordon as Mrs. Bates

Thurston Hall as Hudson

Eddie Conrad as Hernandez

Harry C. Bradley as Want-Ad Clerk (uncredited)

Kernan Cripps as Postman (uncredited)

Sarah Edwards as Showroom Buyer (uncredited)

Kay Leslie as Model (uncredited)

Kay Linaker as Showroom Buyer (uncredited)

Frank McLure as Guest at Parade of Models (uncredited)

Kitty O'Neil as Mrs. Patten (uncredited)