Jean Arthur as Alice Sycamore

James Stewart as Tony Kirby

Lionel Barrymore as Martin Vanderhof

Edward Arnold as Anthony P. Kirby

Mischa Auer as Boris Kolenkhov

Ann Miller as Essie Carmichael

Spring Byington as Penny Sycamore

Samuel S. Hinds as Paul Sycamore

Donald Meek as Mr. Poppins

H.B. Warner as Mr. Ramsey

Halliwell Hobbes as Mr. DePinna

Dub Taylor as Ed Carmichael

Mary Forbes as Mrs. Anthony P. Kirby

Lillian Yarbo as Rheba

Eddie 'Rochester' Anderson as Donald

Clarence Wilson as John Blakely

Josef Swickard as Professor

Ann Doran as Maggie O'Neill

Christian Rub as Schmidt

Bodil Rosing as Mrs. Schmidt

Charles Lane as Henderson

Harry Davenport as Judge

Irving Bacon as Henry - the Head Waiter (uncredited)

Ward Bond as Mike - the Detective (uncredited)

James Burke as Chief Detective (uncredited)

Eddy Chandler as Plainclothes Policeman (uncredited)

Anne Cornwall as Miss Jones - Blakely's Secretary (uncredited)

Nell Craig as Blakely's Inquisitive Office Worker (uncredited)

Edgar Dearing as Bill - Plainclothes Policeman (uncredited)

Pat Flaherty as Police Guard at Courtroom Entrance (uncredited)

Robert Greig as Lord Melville (uncredited)

Kit Guard as Inmate Wearing Black Cap (uncredited)

John Hamilton as Kirby's Dining Guest (uncredited)

Edward Hearn as Court Attendant (uncredited)

Russell Hicks as Kirby's Attorney (uncredited)

Edward Keane as Board Member (uncredited)

Pert Kelton as Inmate (uncredited)

Edwin Maxwell as Kirby's Attorney (uncredited)

Frank McLure as Restaurant Patron (uncredited)

Charles McMurphy as Guard (uncredited)

James Millican as Policeman (uncredited)

Edward Peil Sr. as Neighbor Helping with Move (uncredited)

Ian Wolfe as Kirby's Secretary (uncredited)

Eugene Anderson Jr as Bobby (uncredited)

Stanley Andrews as Attorney to Kirby at Arraignment (uncredited)

William Arnold as Reporter (uncredited)

Johnny Arthur as Kirby's Office Aide (uncredited)

Frank Austin as Neighbor (uncredited)

Harry A. Bailey as Neighbor (uncredited)

Joseph E. Bernard as Neighbor (uncredited)

Beatrice Blinn as Neighbor (uncredited)

Charles Brinley as Neighbor (uncredited)

Beatrice Curtis as Neighbor (uncredited)

Betty Farrington as Neighbor (uncredited)

John Ince as Neighbor (uncredited)

Stella LeSaint as Neighbor (uncredited)

Margaret Mann as Neighbor (uncredited)

Tina Marshall as Neighbor (uncredited)

Eva McKenzie as Neighbor (uncredited)

Fred Parker as Neighbor (uncredited)

George C. Pearce as Neighbor (uncredited)

Ed Randolph as Neighbor (uncredited)

Frances Raymond as Neighbor (uncredited)

Bert Starkey as Neighbor (uncredited)

Dorothy Vernon as Neighbor (uncredited)

Bess Wade as Neighbor (uncredited)

Gladys Blake as Mary (uncredited)

Joe Bordeaux as Taxi Driver (uncredited)

Ralph Brooks as Restaurant Patron (uncredited)

Stanley Brown as Newsboy (uncredited)

Gloria Browne as Child Dancer (uncredited)

Wallis Clark as Bill Hughes (uncredited)

Chester Clute as Hammond (uncredited)

Nick Copeland as Barber (uncredited)

Dick Curtis as Strongarm Man (uncredited)

Sidney D'Albrook as Trustee (uncredited)

Lew Davis as Reporter (uncredited)

Lester Dorr as Reporter (uncredited)

Jack Gardner as Reporter (uncredited)

William Lally as Reporter (uncredited)

Gene Morgan as Reporter (uncredited)

Vernon Dent as Expressman (uncredited)

Kay Deslys as Woman (uncredited)

Florence Dudley as Woman (uncredited)

Almeda Fowler as Woman (uncredited)

Alice Keating as Woman (uncredited)

Georgia O'Dell as Woman (uncredited)

Dagmar Oakland as Woman (uncredited)

Rosemary Theby as Woman (uncredited)

Homer Dickenson as Man (uncredited)

Oliver Eckhardt as Man (uncredited)

Sterrett Ford as Man (uncredited)

Jesse Graves as Man (uncredited)

Louis King as Man (uncredited)

Bob Kortman as Man (uncredited)

Ralph McCullough as Man (uncredited)

Clive Morgan as Man (uncredited)

Cy Schindell as Man (uncredited)

Harry Semels as Man (uncredited)

Ernest Shields as Man (uncredited)

S.S. Simon as Man at Jail (uncredited)

Victor Travis as Man (uncredited)

Roland Dupree as Child Dancer (uncredited)

Edward Earle as Bank Manager (uncredited)

Jim Farley as Police Sergeant (uncredited)

Eddie Fetherston as Worried Neighbor (uncredited)

James Flavin as Jailer (uncredited)

Byron Foulger as Kirby's Assistant (uncredited)

Dick French as Bank Clerk (uncredited)

Carlton Griffin as Bank Clerk (uncredited)

Dick Rush as Bank Guard (uncredited)

Bruce Sidney as Bank Clerk (uncredited)

Harry Stafford as Bank Clerk (uncredited)

Carlie Taylor as Bank Clerk (uncredited)

Joe Geil as Child Dancer (uncredited)

Billy Wolfstone as Child Dancer (uncredited)

Chuck Hamilton as Guard (uncredited)

Oscar 'Dutch' Hendrian as Ice Man (uncredited)

Harry Hollingsworth as Doorman (uncredited)

Paul Irving as Office Manager (uncredited)

Boyd Irwin as Attorney to Kirby at Arraignment (uncredited)

Eddie Kane as Attorney to Kirby (uncredited)

Frank Mills as Trustee (uncredited)

Bruce Mitchell as Policeman in Park (uncredited)

Wedgwood Nowell as Diner (uncredited)

Blanche Payson as Matron (uncredited)

Lee Phelps as Bailiff (uncredited)

Hilda Plowright as Lady Melville (uncredited)

Doris Rankin as Mrs. Leach (uncredited)

Ky Robinson as Court Policeman (uncredited)

Frank Shannon as Mac (uncredited)

C.L. Sherwood as Drunk (uncredited)

Edwin Stanley as Executive (uncredited)

Bert Stevens as Court Bailiff (uncredited)

Laura Treadwell as Kirby's Dining Guest (uncredited)

John Tyrrell as Strongarm Man (uncredited)

Walter Walker as Governor Leach (uncredited)

Pierre Watkin as Attorney to Kirby (uncredited)

Pat West as Expressman (uncredited)

Larry Wheat as Kirby's Secretary (uncredited)

Alex Woloshin as Russian General in Jail (uncredited)

Bess Flowers as Martin's Neighbor in Courtroom (uncredited)

Jimmy Anderson as Porter in Bank (uncredited)

Dorothy Babb as Child Dancer (uncredited)

William A. Boardway as Pedestrian (uncredited)

Howard Davies as Neighbor (uncredited)

Bill Dill as Reporter (uncredited)

Melvin J. Gibby as Reporter (uncredited)

Joseph Glick as Prisoner (uncredited)

Jack Grant as Policeman (uncredited)

Beatrice Hagen as Woman (uncredited)

Sam Harris as Diner (uncredited)

Dick Johnstone as Prisoner (uncredited)

Hilda Rhodes as Woman (uncredited)

Ruth Robinson as Neighbor (uncredited)

Gale Ronn as Neighbor (uncredited)

Nell Roy as Woman (uncredited)

Bee Stephens as Woman (uncredited)

Belle Stoddard as Neighbor (uncredited)

Jane Talent as Woman (uncredited)

Patty Thomas as Child Dancer (uncredited)

Pearl Varvalle as Woman (uncredited)

Gertrude Weber as Woman (uncredited)

Bud Wiser as Policeman (uncredited)