Joan Crawford as Mrs. Fay Cheyney

William Powell as Charles

Robert Montgomery as Lord Arthur Dilling

Frank Morgan as Lord Francis Kelton

Jessie Ralph as The Duchess of Ebley

Nigel Bruce as Lord Willie Winton

Colleen Clare as Joan

Benita Hume as Lady Kitty Winton

Ralph Forbes as Cousin John Clayborn

Aileen Pringle as Lady Maria Frinton

Melville Cooper as William

Leonard Carey as Ames

Sara Haden as Anna

Lumsden Hare as Inspector Witherspoon

Wallis Clark as George

Barnett Parker as Purser

William Bailey as Ship Passenger (uncredited)

Wilson Benge as Butler (uncredited)

Thomas Braidon as Head Steward (uncredited)

Robert Cory as Deck Steward (uncredited)

Bess Flowers as Guest at Auction (uncredited)

Eric Mayne as Man at Auction (uncredited)

Frank McClure as Man at Auction (uncredited)

Bert Moorhouse as Man at Auction (uncredited)

Vesey O'Davoren as Ship Steward (uncredited)

Manuel París as Ship Passenger (uncredited)

Ellinor Vanderveer as Woman at Dance (uncredited)

William Worthington as Ship Passenger (uncredited)