Claudette Colbert as Geraldine 'Gerry' Jeffers

Joel McCrea as Tom Jeffers

Mary Astor as The Princess Centimillia

Rudy Vallee as John D. Hackensacker III

Sig Arno as Toto

Robert Warwick as Mr. Hinch

Arthur Stuart Hull as Mr. Osmond

Torben Meyer as Dr. Kluck

Jimmy Conlin as Mr. Asweld

Victor Potel as Mr. McKeewie

William Demarest as First Member Ale and Quail Club

Jack Norton as Second Member Ale and Quail Club

Robert Greig as Third Member Ale and Quail Club

Roscoe Ates as Fourth Member Ale and Quail Club

Dewey Robinson as Fifth Member Ale and Quail Club

Chester Conklin as Sixth Member Ale and Quail Club

Sheldon Jett as Seventh Member Ale and Quail Club

Robert Dudley as Wienie King

Franklin Pangborn as Manager

Arthur Hoyt as Pullman Conductor

Al Bridge as Conductor

Fred 'Snowflake' Toones as Colored Bartender

Charles R. Moore as Colored Porter

Frank Moran as Brakeman

Harry Rosenthal as Orchestra Leader

Esther Howard as Wife of Wienie King

Frank Faylen as Taxi Driver (uncredited)

J. Farrell MacDonald as Officer O'Donnell (uncredited)

Edward McNamara as Officer in Penn Station (uncredited)

Bert Moorhouse as Diner on Train (uncredited)

Marcelle Corday as Elderly Maid (uncredited)

Bess Flowers as Gerry's Maid of Honor/Nightclub Extra (uncredited)

Max Wagner as Tom's Best Man (uncredited)

Byron Foulger as Jewelry Salesman (uncredited)

Joe Gilbert as Store Employee (uncredited)