Clark Gable as Jim Lane

Myrna Loy as Ann "Thursday" Barton

Spencer Tracy as Gunner Morse

Lionel Barrymore as Howard B. Drake

Gloria Holden as Mrs. May Benson

Samuel S. Hinds as General Ross

Marjorie Main as Landlady

Ted Pearson as Joe

Louis Jean Heydt as Greg Benson

Virginia Grey as Sarah

Priscilla Lawson as Mable

Claudia Coleman as Mrs. Barton

Arthur Aylesworth as Mr. Frank Barton

Lulu Mae Bohrman as Saleslady

Claire McDowell as Funeral Home Associate (uncredited)

Dewey Robinson as Man on Roller Coaster

Lester Dorr as Pilot (uncredited)

James Flavin as Pilot (uncredited)

Bert Moorhouse as Reporter (uncredited)

Forbes Murray as Pilot in Cafe (uncredited)

William H. O'Brien as Waiter (uncredited)

Cyril Ring as N.A.A. Official (uncredited)

Byron Foulger as Designer (uncredited)