Katharine Hepburn as Phoebe Throssel

Franchot Tone as Dr. Valentine Brown

Eric Blore as Recruiting Sergeant

Fay Bainter as Susan Throssel

Cora Witherspoon as Patty

Estelle Winwood as Mary Willoughby

Joan Fontaine as Charlotte Parratt

William Bakewell as Lieutenant Spicer

Bonita Granville as Isabella

Sherwood Bailey as William Smith

Helena Grant as Fanny Willoughby

Florence Lake as Henrietta Turnbull

Clifford Severn as Arthur

Roland Varno as Ens. Blades

Yorke Sherwood as Postman

Carmencita Johnson as Student

Payne B. Johnson as Student

Lydia McKim as Student

Darwood Kaye as Student