Ginger Rogers as Francey

James Stewart as Peter

James Ellison as Keith

Beulah Bondi as Mrs. Morgan

Charles Coburn as Mr. Morgan

Frances Mercer as Helen

Phyllis Kennedy as Jenny

Franklin Pangborn as Apartment Manager

Grady Sutton as Culpepper

Jack Carson as Waiter Captain

Alec Craig as Joseph

Willie Best as Porter

Spencer Charters as Man Shaving on Train (uncredited)

Phyllis Fraser as (uncredited)

Lloyd Ingraham as Mr. Noble (uncredited)

Franklyn Farnum as Train Conductor #2 (uncredited)

Kenner G. Kemp as Man in Train Corridor (uncredited)

Bert Moorhouse as Nightclub Patron (uncredited)

Kay Sutton as Woman Exiting Train at Old Sharon (uncredited)

Bobby Barber as Italian Waiter at Nightclub (uncredited)

Lee Bennett as Student (uncredited)

Maude Eburne as Nagging Wife of Man Shaving on Train (uncredited)

Hattie McDaniel as Hattie (uncredited)

Dorothy Moore as Hat-Check Girl (uncredited)