Bing Crosby as Virgil Smith

Joan Fontaine as Johanna Augusta Franziska

Roland Culver as Baron Holenia

Lucile Watson as Princesse Bitotska

Richard Haydn as l'empereur François-Joseph

Harold Vermilyea as Chamberlain

Sig Ruman as Dr. Zwieback

Julia Dean as Archduchess Stephanie

Bert Prival as Chauffeur

Alma Macrorie as Inn Proprietress

Roberta Jonay as Chambermaid

John Goldsworthy as