Marlene Dietrich as Countess Claire Ledoux, aka Lili

Bruce Cabot as Robert Latour

Roland Young as Charles Giraud

Theresa Harris as Clementine

Mischa Auer as Zolotov

Andy Devine as 1st Sailor

Frank Jenks as 2nd Sailor

Eddie Quillan as 3rd Sailor

Laura Hope Crews as Auntie

Franklin Pangborn as Bellows

Clarence Muse as Samuel, Carriage Driver

Melville Cooper as Brother-in-Law

Anne Revere as Giraud's Sister

Bob Evans as William

Emily Fitzroy as Giraud's Cousin Amelia

Virginia Sale as Giraud's Cousin Clarissa

Dorothy Adams as Giraud's Cousin Sybil

Gitta Alpár as Opera Singer

Anthony Marlowe as Opera Singer

Barbara Brewster as Girl with Zolotov

Gloria Brewster as Girl with Zolotov

Lois Lindsay as Young Girl

Virginia Engels as Minor Role

Joe Devlin as Fourth Sailor (uncredited)

Poppy Wilde as Party Guest

Shemp Howard as Oyster Bed Cafe Waiter (uncredited)