William Powell as Terence Ellerton 'Terry' O'Neill

Esther Williams as Kay Lorrison

Angela Lansbury as Dusty Millard

James Gleason as Snarp

Lewis Stone as Father Nolan

Rags Ragland as Fishface

Frank McHugh as Three Finger

Slim Summerville as Eel

Roman Bohnen as Father O'Doul

Charles Arnt as Cy Nolan - O'Neill's Secretary

Louis Jean Heydt as Mike Flaherty

Charles Trowbridge as Uncle Joe Lorrison

Henry O'Neill as Lewis J. Malbery

William Phillips as Dave Fernby

Matt Moore as Father Duffy

Trevor Bardette as Rabbi Meyerberg

Addison Richards as Reverend Miller

Tom Dugan as Buggsy

Emma Dunn as Maggie

Mary Gordon as Trina

Charles D. Brown as Ed Collner - Chronicle Reporter

Stanley Andrews as Chronicle Publisher (uncredited)

Stanley Blystone as Cop Arresting Fishface (uncredited)

Hobart Cavanaugh as Antique Clock Dealer (uncredited)

Jack Cheatham as Jailer (uncredited)

Chester Conklin as Cop (uncredited)

Heinie Conklin as Mug (uncredited)

Byron Foulger as J. Cornwall Travers (uncredited)

Dwayne Hickman as Johnny Ryan (uncredited)

Russell Hicks as Marty Martindale (uncredited)

Gladden James as Doctor in Marathon (uncredited)

Frank Jenks as Dance Contest M.C. (uncredited)

Robert Emmett Keane as Doctor Treating O'Neill (uncredited)

Norman Leavitt as Dance Contestant #1, Mamie's Partner (uncredited)

Frank McLure as Reporter (uncredited)

Howard M. Mitchell as Bartender (uncredited)

Rhea Mitchell as Reporter (uncredited)

Forbes Murray as Rich Man (uncredited)

William H. O'Brien as Waiter at Wedding Brunch (uncredited)

Robert Emmett O'Connor as Police Desk Sergeant (uncredited)

Frank Orth as Chronicle Editor (uncredited)

Harry 'Snub' Pollard as Parade Spectator (uncredited)

Larry Steers as Captain of Waiters (uncredited)

Harry Tenbrook as Mug (uncredited)

Will Wright as Allan 'Knucklehead' Smith - Times Editor (uncredited)

John George as Mug (uncredited)

Theodore Lorch as Minor Role (uncredited)

Kit Guard as Minor Role (uncredited)

Gordon Dumont as Reporter (uncredited)

William A. Boardway as Wedding Guest (uncredited)

Leila McIntyre as Mrs. Ryan (uncredited)

Wedgwood Nowell as Wedding Guest (uncredited)

Charles Wagenheim as Mr. Cohn (uncredited)

Constance Weiler as Cigarette Girl (uncredited)

Paul E. Burns as Mr. Smith (uncredited)

Tom Coleman as Reporter in Utility Office (uncredited)

Louis Mercier as Soldier in Parade (uncredited)

Alexander Pollard as Waiter at Wedding Reception (uncredited)

Georges Renavent as Jeweler (uncredited)

Al Thompson as Mug (uncredited)

Arthur Tovey as Dance Hall Patron (uncredited)