Irene Dunne as Magnolia Hawkes

Allan Jones as Gaylord Ravenal

Charles Winninger as Cap'n Andy Hawkes

Paul Robeson as Joe

Helen Morgan as Julie LaVerne

Helen Westley as Parthenia "Parthy" Hawkes

Queenie Smith as Ellie May Chipley

Sammy White as Frank Schultz

Donald Cook as Steve Baker

Hattie McDaniel as Queenie

Francis X. Mahoney as Rubber Face

Marilyn Knowlden as Kim as a Child

Sunnie O'Dea as Kim - at Sixteen

Arthur Hohl as Pete

Charles Middleton as Sheriff Ike Vallon

Clarence Muse as Sam

E. E. Clive as Sir Arthur

Eddie 'Rochester' Anderson as Boonville man speaking film's first line

J. Farrell MacDonald as Windy MacLaine

Maude Allen as

Ricca Allen as

William Alston as

Harry Barris as

May Beatty as

Brooks Benedict as

Barbara Bletcher as

Mary Bovard as

Donald Briggs as

Betty Brown as

Daisy Bufford as

Ann Bupp as (uncredited)

James P. Burtis as

Eddy Chandler as

E. E. Clive as

Edmund Cobb as

Maxine Cook as

D'Arcy Corrigan as

Grace Cunard as

J. Gunnis Davis as

Anna Demetrio as

Helen Dickson as

Jeanette Dickson as

Elspeth Dudgeon as

Helen Jerome Eddy as

Kathleen Ellis as

Al Ferguson as

Stanley Fields as

Flora Finch as

Artye Folz as

June Glory as

Dorothy Granger as

Marilyn Harris as

Helen Hayward as

Ernest Hilliard as

Arthur Housman as

Selmer Jackson as

Matthew Jones as

Jane Keckley as

Isabel La Mal as

Jack Latham as

Frank Mayo as

Martha Merrill as

Monte Montague as

Juanita Moore as

Jack Mulhall as

Harold Nelson as

Georgia O'Dell as

Dennis O'Keefe as

Edward Peil Sr. as

Barbara Pepper as

Lee Phelps as

LeRoy Prinz as

George H. Reed as

Tom Ricketts as

Donna Mae Roberts as

Louise Robinson as

Betty Roche as

Alma Ross as

Tiny Sandford as Zebe (uncredited)

Forrest Stanley as

Mary Stewart as

Frances Turham as

Maidel Turner as

Lois Verner as

Harold Waldridge as

Marguerite Warner as

Billy Watson as

Bobs Watson as

Delmar Watson as

Harry Watson as

Lloyd Whitlock as

Renee Whitney as

Frank Whitson as

Charles C. Wilson as