Katharine Hepburn as Terry Randall

Ginger Rogers as Jean Maitland

Adolphe Menjou as Anthony Powell

Gail Patrick as Linda Shaw

Constance Collier as Miss Luther

Andrea Leeds as Kay Hamilton

Samuel S. Hinds as Henry Sims

Lucille Ball as Judith

Franklin Pangborn as Harcourt

William Corson as Bill

Pierre Watkin as Carmichael

Grady Sutton as Butch

Frank Reicher as Stage Director

Jack Carson as Mr. Milbanks

Phyllis Kennedy as Hattie

Eve Arden as Ève

Ann Miller as Annie

Margaret Early as Mary Lou

Jean Rouverol as Dizzy

Elizabeth Dunne as Mrs. Orcutt

Norma Drury as Olga

Betty Jane Rhodes as Ann

Peggy O'Donnell as Susan

Jan Wiley as Madeline

Katharine Alexander as Cast of Stage Play

Ralph Forbes as Cast of Stage Play

Mary Forbes as Cast of Stage Play

Huntley Gordon as Cast of Stage Play

Frances Gifford as Mary McGuire (uncredited)

Theodore von Eltz as Elsworth (uncredited)

Lynn Gabriel as Tony (uncredited)

Fred Santley as Dukenfield (uncredited)

Theodore Kosloff as Dance Instructor (uncredited)

Harry Strang as Chauffeur (uncredited)

Al Hill as Taxi Driver (uncredited)

Max Wagner as Baggage Man (uncredited)

Florence Wix as Theatregoer (uncredited)

Bert Stevens as (uncredited)

D'Arcy Corrigan as (uncredited)

Pamela Blake as (uncredited)

Mary Bovard as (uncredited)

Lynton Brent as (uncredited)

Jack Gardner as (uncredited)

Jack Gargan as (uncredited)

Diana Gibson as (uncredited)

Lynda Grey as (uncredited)

Ben Hendricks Jr. as (uncredited)

Vicky Joyce as (uncredited)

Julie Kingdon as (uncredited)

Ada Leonard as (uncredited)

Jack Montgomery as (uncredited)

Gerda Mora as (uncredited)

Philip Morris as (uncredited)

Edmund Mortimer as (uncredited)

George Nardelli as (uncredited)

Bob Perry as (uncredited)

Jack Rice as (uncredited)

Jack Richardson as (uncredited)

Larry Steers as (uncredited)

Mary Stewart as (uncredited)

Josephine Whittell as (uncredited)