Marlene Dietrich as Elizabeth Madden

Fred MacMurray as Corey McBain

Aline MacMahon as Buddy

Stanley Ridges as Kenneth Hanline

Arline Judge as Frances

Roger Clark as Victor

Marietta Canty as Mary Lou

David James as Baby Corey

Ruth Ford as Myrtle

Harvey Stephens as Dr. Golding

Harry Shannon as Barnes

Elisabeth Risdon as Mrs. Cummings

Charles Lane as K.K. Miller

Murray Alper as Joe Quig

Kitty Kelly as Nellie Quig

Eddie Acuff as Patrolman Murphy (uncredited)

Ernie Adams as Doorman (uncredited)

Helen Ainsworth as Interior Decorator (uncredited)

Myrtle Anderson as Maid (uncredited)

Georgia Backus as Nurse (uncredited)

Eugene Borden as Wine Steward (uncredited)

Romaine Callender as Bald Headed Man (uncredited)

Chester Clute as Income Tax Man (uncredited)

Jimmy Conlin as Bum (uncredited)

Lorna Dunn as Maid (uncredited)

Lou Fulton as Mop Man (uncredited)

Eddie Hall as Man Building a Rabbit Cage (uncredited)

Charles Halton as Dr. Jones (uncredited)

Neil Hamilton as Charlie (uncredited)

Sterling Holloway as Arthur Miggle (uncredited)

Robert Emmett Keane as Hotel Manager (uncredited)

Carl M. Leviness as Theatregoer (uncredited)

Judith Linden as Airline Stewardess (uncredited)

Edward McWade as Boston Doorman (uncredited)

Frances Morris as Nurse (uncredited)

William Newell as Counterman (uncredited)

Paul Oman as Violinist (uncredited)

Suzanne Ridgway as Chorus Girl (uncredited)

Ray Walker as Reporter (uncredited)

Katherine Yorke as Chorus Girl (uncredited)