Irene Dunne as Theodora Lynn

Melvyn Douglas as Michael Grant

Thomas Mitchell as Jed Waterbury

Thurston Hall as Arthur Stevenson

Elisabeth Risdon as Aunt Mary

Margaret McWade as Aunt Elsie

Spring Byington as Rebecca Perry

Nana Bryant as Ethel Stevenson

Henry Kolker as Jonathan Grant

Leona Maricle as Agnes Grant

Robert Greig as Uncle John

Frederick Burton as Governor Wyatt

Stella Adams as Townswoman (uncredited)

Paul Barrett as Roger Taylor, Adelaide's Husband (uncredited)

Noel Bates as Townswoman (uncredited)

William Benedict as Henry - Copyboy (uncredited)

Sven Hugo Borg as Bartender (uncredited)

Carolyn Lee Bourland as Adelaide's Baby (uncredited)

Maurice Brierre as Waiter (uncredited)

Don Brodie as Photographer at Governor's Reception (uncredited)

Georgie Cooper as Townswoman (uncredited)

Nick Copeland as Reporter (uncredited)

Corky as Jake (uncredited)

Oliver Cross as Party Guest (uncredited)

Beatrice Curtis as Reporter (uncredited)

Hazel Dohlman as Party Guest (uncredited)

Jay Eaton as Party Guest (uncredited)

Sarah Edwards as Mrs. Moffat (uncredited)

Betty Farrington as Townswoman (uncredited)

Eddie Fetherston as Reporter (uncredited)

Bess Flowers as Guest at Governor's Reception (uncredited)

Mary Forbes as Mrs. Wyatt (uncredited)

Harold Goodwin as Photographer at Governor's Reception (uncredited)

Dick Gordon as Party Guest (uncredited)

Sherry Hall as Reporter (uncredited)

Wilfred Hari as Toki, Michael's Butler (uncredited)

Eddie Hart as Photographer at Governor's Reception (uncredited)

Harry Harvey as Reporter (uncredited)

Jack Hatfield as Photographer (uncredited)

Grace Hayle as Mrs. Cobb (uncredited)

Ben Hendricks Jr. as Taxi Driver (uncredited)

Jane Keckley as Townswoman (uncredited)

Rosalind Keith as Adelaide Perry (uncredited)

Isabel La Mal as Townswoman (uncredited)

Carl M. Leviness as Party Guest (uncredited)

Leota Lorraine as Party Guest (uncredited)

James T. Mack as Minister (uncredited)

Mary MacLaren as Mrs. Wilson (uncredited)

Ralph Malone as Reporter (uncredited)

Margaret Mann as Grandma - Townswoman at Train Station (uncredited)

Rex Moore as Newsboy (uncredited)

Corbet Morris as Artist (uncredited)

Wedgwood Nowell as Dance Floor Extra (uncredited)

Georgia O'Dell as Townswoman (uncredited)

Dennis O'Keefe as Man (uncredited)

George Ovey as Clarinetist in Welcoming Band (uncredited)

Jessie Perry as Townswoman (uncredited)

Lee Phelps as Reporter (uncredited)

Russ Powell as Majordomo at Governor's Reception (uncredited)

Paul Power as Party Guest (uncredited)

Frank Sully as Clarence (uncredited)

Leora Thatcher as Miss Baldwin, Stevenson's Secretary (uncredited)

Laura Treadwell as Mrs. Jonathan Grant (uncredited)

Dorothy Vernon as Townswoman (uncredited)

Billy Wayne as Photographer at Governor's Reception (uncredited)