William Powell as Florenz 'Flo' Ziegfeld Jr.

Myrna Loy as Billie Burke

Luise Rainer as Anna Held

Frank Morgan as Billings

Fanny Brice as Fannie Brice

Virginia Bruce as Audrey Dane

Reginald Owen as Sampston

Ray Bolger as Ray Bolger

Ernest Cossart as Sidney

Joseph Cawthorn as Dr. Ziegfeld

Nat Pendleton as Sandow

Dennis Morgan as Stage Singer in "Pretty Girl" Number

Marcelle Corday as Marie

Robert Greig as Ziegfeld's Butler (uncredited)

Harriet Hoctor as Herself

Jean Chatburn as Mary Lou

Paul Irving as Erlanger

Herman Bing as Costumer

Charles Judels as Pierre

Raymond Walburn as Sage

A.A. Trimble as Will Rogers

Buddy Doyle as Eddie Cantor

Wallis Clark as Stock Broker

Wanda Perry as Ziegfeld Girl (uncredited)

William Demarest as Gene Buck (uncredited)

Ann Gillis as Mary Lou as a Child (uncredited)

Selmer Jackson as Barber Shop Customer (uncredited)

John Larkin as Sam (uncredited)

Barry Norton as Nightclub Patron (uncredited)

Charles Trowbridge as Julian Mitchell (uncredited)

Libby Taylor as Flossie - Audrey's Maid (uncredited)