Maurice Chevalier as Count Danilo

Jeanette MacDonald as Madame Sonia / Fifi

Edward Everett Horton as Ambassador Popoff

Una Merkel as Queen Dolores

George Barbier as King Achmet

Minna Gombell as Marcelle

Ruth Channing as Lulu

Sterling Holloway as Orderly

Donald Meek as Valet

Herman Bing as Zizipoff

Jacklyn Alexander as Minor Role (uncredited)

Lona Andre as Maid to Sonia (uncredited)

Henry Armetta as Turk (uncredited)

Zita Baca as Maxim Girl (uncredited)

Barbara Barondess as Maxim Girl (uncredited)

George Baxter as Ambassador (uncredited)

Cosmo Kyrle Bellew as Escort (uncredited)

Sheila Bromley as Sonia's Maid (uncredited)

Tyler Brooke as Escort (uncredited)

Kathleen Burke as Prisoner (uncredited)

A.S. Byron as Doorman (uncredited)

Richard Carle as Defense Attorney (uncredited)

Nora Cecil as Animal Woman (uncredited)

Shirley Chambers as Maxim Girl (uncredited)

Lane Chandler as Soldier Reporting to Popoff (uncredited)

Claudia Coleman as Wardrobe Mistress (uncredited)

Gino Corrado as Waiter (uncredited)

Dorothy Dehn as Maxim Girl (uncredited)

Jill Dennett as Duchess - a Maxim Girl (uncredited)

Paul Ellis as Dancer (uncredited)

Patricia Farley as Maxim Girl (uncredited)

Christian J. Frank as Policeman (uncredited)

Otto Fries as Policeman (uncredited)

Dorothy Granger as Maxim Girl (uncredited)

Roger Gray as Policeman (uncredited)

Winter Hall as Priest (uncredited)

Mary Halsey as Maxim Girl (uncredited)

Jeanne Hart as Maxim Girl (uncredited)

Tom Herbert as Orthodox Priest (uncredited)

Arthur Housman as Drunken Man (uncredited)

Eleanor Hunt as Maxim Girl (uncredited)

Perry Ivins as Waiter (uncredited)

Leonid Kinskey as Shepherd (uncredited)

Connie La Mont as Maxim Girl (uncredited)

Barbara Leonard as Melissa (uncredited)

George J. Lewis as Escort (uncredited)

Caryl Lincoln as Maid to Sonia (uncredited)

Bella Loblov as Gypsy Violinist (uncredited)

Jacques Lory as Goatman (uncredited)

George Magrill as Policeman (uncredited)

Eric Mayne as Nightclub Patron (uncredited)

Wilmuth Merkyl as Escort (uncredited)

John 'Skins' Miller as Drunken Man (uncredited)

Frank O'Connor as Soldier with Exhibit 2

Akim Tamiroff as Manager at Maxim's

Lya Lys as