Warren William as Lawrence

Joan Blondell as Carol

Aline MacMahon as Trixie

Ruby Keeler as Polly

Dick Powell as Brad

Guy Kibbee as Peabody

Ned Sparks as Barney

Ginger Rogers as Fay

Etta Moten as 'Remember My Forgotten Man' Singer (uncredited)

Charles C. Wilson as Deputy (uncredited)

Busby Berkeley as Call Boy (uncredited)

Charles Lane as Society Reporter (uncredited)

Billy Barty as Baby in "Pettin' in the Park" Number (uncredited)

Tammany Young as Gigolo Eddie (uncredited)

Maynard Holmes as First Delivery Boy (uncredited)

Sterling Holloway as Second Delivery Boy (uncredited)

Ferdinand Gottschalk as Complaining Club Member (uncredited)

Theresa Harris as Woman in "Pettin' in the Park" Number (uncredited)

Fred 'Snowflake' Toones as Man in "Pettin' in the Park" Number (uncredited)

Virginia Dabney as Gold Digger (uncredited)

Jayne Shadduck as Gold Digger (uncredited)

Bee Stevens as Gold Digger (uncredited)

Anita Thomson as Gold Digger (uncredited)

Dorothy Coonan Wellman as Gold Digger (uncredited)

Jane Wyman as Gold Digger (uncredited)

Joan Barclay as Gold Digger (uncredited)

Patricia Douglas as Dance (uncredited)

Dennis O'Keefe as Theatregoer (uncredited)

Bill Elliott as Night Club Patron (uncredited)