Carole Lombard as Hazel Flagg

Fredric March as Wallace "Wally" Cook

Charles Winninger as Dr. Enoch Downer

Walter Connolly as Oliver Stone

Sig Ruman as Dr. Emil Eggelhoffer

Frank Fay as Master of Ceremonies

Troy Brown Sr. as Ernest Walker

Maxie Rosenbloom as Max Levinsky

Margaret Hamilton as Warsaw, Vermont Drugstore Lady

Olin Howland as Baggage Man

Billy Barty as Boy Biting Wally's Ankle (uncredited)

Nora Cecil as Schoolteacher (uncredited)

George Chandler as Photographer (uncredited)

Ann Doran as Telephone Girl (uncredited)

Claire Du Brey as Nurse Rafferty (uncredited)

Emily Fitzroy as Guest at Banquet (uncredited)

Bess Flowers as Nightclub Extra (uncredited)

Tenen Holtz as Tearful Waiter (uncredited)

Hedda Hopper as Dowager on Ship (uncredited)

Leonid Kinskey as Ferdinand Roassare - Poet (uncredited)

Charles Lane as Rubenstein (uncredited)

Edwin Maxwell as Mr. Bullock (uncredited)

Hattie McDaniel as Mrs. Walker (uncredited)

Aileen Pringle as Mrs. Bullock (uncredited)

John Qualen as Fireman (uncredited)

Cyril Ring as Pilot (uncredited)

Monty Woolley as Dr. Oswald Vunch (uncredited)

Everett Brown as Policeman (uncredited)