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 Husband 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 Wife of Man Shaving on Train (uncredited)

Hattie McDaniel as Hattie (uncredited)

Dorothy Moore as Hat-Check Girl (uncredited)

Ralph Brooks as Nightclub Patron (uncredited)

Eugene Burr as Spectator (uncredited)

Harry Campbell as (uncredited)

Virginia Davis as Young Woman (uncredited)

Wally Dean as Faculty Member (uncredited)

Jane Eberling as Girl on Bus (uncredited)

Helena Grant as Mrs. Wickett (uncredited)

June Harris as (uncredited)

Vinton Hayworth as Druggist (uncredited)

Robert Holton as (uncredited)

June Johnson as Miss Barton (uncredited)

Marvin Jones as Boy on Bus (uncredited)

Edmund Mortimer as Library Committee Member (uncredited)

Roger Neury as Nightclub Waiter (uncredited)

George Noisom as Whistling Student (uncredited)

Tom Quinn as Maitre D' (uncredited)

Vivian Reed as (uncredited)

Ronald R. Rondell as Student (uncredited)

Floyd Shackelford as First Train Porter (uncredited)

Frank M. Thomas as Train Conductor (uncredited)

Russell Wade as Ball Guest (uncredited)

Pauline Wagner as Woman on Train (uncredited)