Ginger Rogers as Polly Parrish

David Niven as David Merlin

Charles Coburn as J. B. Merlin

Frank Albertson as Freddie Miller

E. E. Clive as Butler

Elbert Coplen Jr. as Johnnie

Ferike Boros as Mrs. Weiss

Ernest Truex as Investigator

Leonard Penn as Jerome Weiss

Paul Stanton as Hargraves

Frank M. Thomas as Doctor

Edna Holland as Matron

Dennie Moore as Mary

June Wilkins as Louise King

Dorothy Adams as Secretary (uncredited)

Murray Alper as Dance Floor Gatekeeper (uncredited)

Irving Bacon as Clerk at Exchange Window (uncredited)

Joseph E. Bernard as Store Watchman (uncredited)

Jack Chefe as Nightclub Patron (uncredited)

Chester Clute as Oliver (uncredited)

Alec Craig as Store Watchman (uncredited)

Jean De Briac as Waiter (uncredited)

Reed Hadley as Polly's First Dance Partner (uncredited)

Charlie Hall as Dance Hall Official (uncredited)

Florence Lake as Oliver's Wife (uncredited)

Perc Launders as Policeman in Park (uncredited)

Horace McMahon as Dance Floor Official (uncredited)

Harold Miller as Nightclub Patron (uncredited)

Bert Moorhouse as Nightclub Patron (uncredited)

Clarence Nash as Donald Duck (voice) (uncredited)

Barbara Pepper as Dance-Hall Hostess (uncredited)

Hugh Prosser as Merlin's Chauffeur (uncredited)

Leona Roberts as Old Lady (uncredited)

Estelle Taylor as (uncredited)