Jeanette MacDonald as Gwen Marlowe

Nelson Eddy as Ernest Lane

Frank Morgan as Felix Lehman

Ray Bolger as Hans

Florence Rice as Kay Jordan

Mischa Auer as Leo Kronk

Herman Bing as Oscar Engel

George Barbier as Benjamin Silver

Reginald Gardiner as Norman Trumpett

Fay Holden as Hannah

Allyn Joslyn as Dink

Lucile Watson as Mrs. Marlowe

Gene Lockhart as Augustus

Kathleen Lockhart as Aunt Amelia

Berton Churchill as Sheridan

Terry Kilburn as Brother

Raymond Walburn as Orlando

Douglas McPhail as Harvey

Betty Jaynes as Una

Olin Howland as Appleby

Dalies Frantz as Concert Pianist

Toby Wing as Telephone Operator (uncredited)