Ida Lupino as Helen Chernen

Dennis Morgan as Paul Collins

Joan Leslie as Katherine 'Katie' Blaine

Jack Carson as Albert Runkel

Gladys George as Lily Emery

Paul Cavanagh as John 'Jack' Shagrue

Ann Doran as Dorshka (Uncredited)

Thurston Hall as Harry (Uncredited)

Nestor Paiva as Max Wade (Uncredited)

Joan Woodbury as Maria (Uncredited)

Roman Bohnen as Sam Chernen (Uncredited)

Leona Maricle as Laura Britton (Uncredited)

Ray Montgomery as Johnny Gilpin (Uncredited)

Libby Taylor as Essie (Uncredited)

Murray Alper as Joe Duglatz (Uncredited)

Julie Bishop as Chorine (Uncredited)

Roland Drew as Roland (Uncredited)

Jody Gilbert as Anderson (Uncredited)

Marian Hall as Anna (Uncredited)

Jean Inness as Flora Ames (Uncredited)

Charles Judels as Mr. Flores (Uncredited)

Eddie Kane as Oscar Evans (Uncredited)

Lou Lubin as Frenchy (Uncredited)

Thomas Martin as Bill (Uncredited)

Lon McCallister as Bud (Uncredited)

Philip Van Zandt as Eddie (Uncredited)

Virginia Brissac as Dress Saleswoman (Uncredited)

Frank Mayo as Railroad Ticket Taker (Uncredited)

Dolores Moran as Young Blonde (Uncredited)

Dave Willock as Bellboy (Uncredited)

Sam Garrett as Cowboy (Uncredited)

Dick French as Playboy (Uncredited)

Jimmy Butler as Boy (Uncredited)

Jean Ames as Pudgy Girl (Uncredited)

Peggy Diggins as Tipsy Girl at Party (Uncredited)

Bill Kennedy as Radio Announcer (Uncredited)

Charles Drake as Trailer Narrator (Uncredited)

Faye Emerson as Ice Cream Parlor Waitress

Ben Hall as Ice Cream Parlor Counterman (Uncredited)

Harry Lewis as Serious Young Man (Uncredited)

Jack Kenney as Theatrical Agent (Uncredited)

Hank Mann as Backstage Janitor (Uncredited)

Frances Morris as Telephone Operator (Uncredited)

Paul Panzer as Miner (Uncredited)

Alexander Pollard as Butler in Play (Uncredited)

Leo White as Graduation Photographer (Uncredited)

Harry Semels as Passerby (Uncredited)

Monte Blue as Man in Audience (Uncredited)

Tom Coleman as Man in Audience (Uncredited)

Eddie Craven as Call Boy in Montage (Uncredited)

Stacy Keach, Sr. as First Theatrical Agent in Montage (Uncredited)

Jack Kennedy as Second Theatrical Agent in Montage (Uncredited)

C. Harry Clark as Working Man at Theater (Uncredited)

Lew Harvey as Working Man at Theater (Uncredited)

Jack Wise as Actor Leaving Theater (Uncredited)

Merrillee Lannon as Western Union Clerk (Uncredited)

William Hopper as Hotel Desk Clerk (Uncredited)

Edward McWade as Stage Doorman (Uncredited)

Wilbur Mack as Stage Manager (Uncredited)

Bill Edwards as Intern at Hospital (Uncredited)

Edgar Dearing as Policeman at Hospital (Uncredited)

Emory Parnell as Policeman at Hospital (Uncredited)

Eddy Chandler as Policeman at Dock (Uncredited)

Wallace Scott as Bum at Dock (Uncredited)

Vera Lewis as 'Aunt Vera Elliott' in 'Morning Melody' (Uncredited)

William Forrest as 'Uncle Edward Elliott' in 'Morning Melody' (Uncredited)

Brooks Benedict as Embassy Club Patron (Uncredited)

Georges Renavent as Embassy Club Headwaiter (Uncredited)

Jeffrey Sayre as Chorus Boy (Uncredited)

Sonia Darrin as Chorus Girl (Uncredited)

Cyril Ring as Nightclub Patron (Uncredited)

Bert Stevens as Nightclub Patron (Uncredited)

Bert Moorhouse as Party Guest (Uncredited)

Harold Miller as Party Guest (Uncredited)

Tom Stevenson as Party Guest (Uncredited)

Billy Curtis as Vaudeville Midget (Uncredited)

Mary Curtis as Vaudeville Midget (Uncredited)

Victor Zimmerman as Electrician at Vaudeville Show (Uncredited)

Eddie Hart as Electrician at Vaudeville Show (Uncredited)

Sue Moore as Undetermined Role (uncredited)