Luise Rainer as Poldi Vogelhuber

Fernand Gravey as Johann 'Schani' Strauss II

Miliza Korjus as Carla Donner

Hugh Herbert as Julius Hofbauer, Music Publisher

Lionel Atwill as Count Anton 'Tony' Hohenfried

Curt Bois as Kienzl

Leonid Kinskey as Dudelman

Al Shean as Cellist

Minna Gombell as Mrs. Hofbauer

George Houston as Schiller

Bert Roach as Vogelhuber

Greta Meyer as Mrs. Vogelhuber

Herman Bing as Dommayer

Alma Kruger as Mrs. Strauss

Henry Hull as Franz Josef

Sig Ruman as Wertheimer

Christian Rub as Coachman

Bess Flowers as (uncredited)

Frank Mayo as Ship's Officer (uncredited)

Sue Moore as Anna - Poldi's Maid (uncredited)