Clark Gable as Babe Stewart

Carole Lombard as Connie Randall

Dorothy Mackaill as Kay Everly

Grant Mitchell as Vane

Elizabeth Patterson as Mrs. Randall

George Barbier as Mr. Randall

J. Farrell MacDonald as "Dickie" Collins

Tommy Conlon as Willie Randall

Walter Walker as Mr. Morton

Paul Ellis as Vargas

Charley Grapewin as Clerk

Sammy Blum as Door to Door Salesman (uncredited)

Mary Bracken as High School Girl (uncredited)

Wallis Clark as Thomas Laidlaw (uncredited)

Roberta Gregory as Minor Role (uncredited)

Dixie Lee Hall as Girl in the Library (uncredited)

Lillian Harmer as Mattie (uncredited)

Margaret Marquis as Girl in the Library (uncredited)

Ferdinand Munier as Trinkets Dealer (uncredited)

Clinton Rosemond as Porter (uncredited)

Oscar Smith as Porter (uncredited)

Jerry Tucker as Little Boy in the Library (uncredited)