Jean Harlow as Carol Clayton

Clark Gable as Duke Bradley

Lionel Barrymore as Grandpa Clayton

Frank Morgan as Jesse Kiffmeyer

Walter Pidgeon as Hartley Madison

Una Merkel as Fritzi Kiffmeyer

Hattie McDaniel as Rosetta

George Zucco as Dr. Bierd

Margaret Hamilton as Lady at Kiffmeyer's table in train dining car

Jonathan Hale as Frank Clayton

Cliff Edwards as Tip

Frankie Darro as Dixie Gordon

Henry Stone as Hurley

Ruth Gillette as Mrs. Hurley

Dennis O'Keefe as Party guest

John Hyams as Horse Owner (uncredited)

Si Jenks as Gardener (uncredited)

Bert Moorhouse as Horse Race Bit (uncredited)

Bert Roach as Passenger on Train (uncredited)

Wanda Perry as Girl at the Racetrack (uncredited)