Jack Benny as Babbs Babberley

Kay Francis as Donna Lucia

James Ellison as Jack Chesney

Anne Baxter as Amy Spettigue

Edmund Gwenn as Stephen Spettigue

Laird Cregar as Sir Francis Chesney

Reginald Owen as Mr. Redcliffe

Arleen Whelan as Kitty Verdun

Richard Haydn as Charley Wyckham

Ernest Cossart as Brassett

Morton Lowry as Harley Stafford

Will Stanton as Messenger

Lionel Pape as Babberly

Maurice Cass as Octogenarian

C. Montague Shaw as Elderly Professor

Claud Allister as Spectator

William Austin as Spectator