Warner Baxter as Julian Marsh

Bebe Daniels as Dorothy Brock

George Brent as Pat Denning

Ruby Keeler as Peggy

Guy Kibbee as Abner Dillon

Una Merkel as Lorraine Fleming

Ginger Rogers as Ann

Ned Sparks as Barry

Dick Powell as Billy Lawler

Allen Jenkins as Mac Elroy

Edward Nugent as Terry

Robert McWade as Jones

George E. Stone as Andy Lee

Toby Wing as Partner in "Young & Healthy" Number (uncredited)

Louise Beavers as Pansy (uncredited)

Charles Lane as Playwright (uncredited)

Wallis Clark as Dr. Chadwick (uncredited)

Tom Kennedy as Slim Murphy (uncredited)

Harry Akst as Jerry (uncredited)

George Irving as Hotel Doctor (uncredited)

Clarence Nordstrum as Groom in "Shuffle Off To Buffalo" Number (uncredited)

Jack La Rue as Thug (uncredited)

Henry B. Walthall as Stage Actor (uncredited)

Jayne Shadduck as Chorus Girl (uncredited)

Lyle Talbot as Geoffrey Warning (voice) (uncredited)

Dorothy Coonan Wellman as Chorus Girl (uncredited)

Dennis O'Keefe as Chorus Boy (uncredited)

Milton Kibbee as News Spreader (uncredited)