Alice Faye as Baroness Cecilia Duarte

Don Ameche as Larry Martin / Baron Manuel Duarte

Carmen Miranda as Carmen

S.Z. Sakall as Arthur Penna

J. Carrol Naish as Machado

Curt Bois as Felicio Salles

Leonid Kinskey as Monsieur Pierre Dufond

Frank Puglia as Pedro, Manuel's Valet

Maria Montez as Inez

Georges Renavent as Ambassador

Fortunio Bonanova as Pereira, the Headwaiter

Gino Corrado as Stock Exchange Clerk (uncredited)

Bess Flowers as Nightclub Extra (uncredited)

Lillian Porter as Luiza, Cecilia's Maid

Eddie Conrad as Alfonso, Larry's Dresser

Poppy Wilde as Model