Deanna Durbin as Penny Craig

Barbara Read as Kay Craig

Nan Grey as Joan Craig

Charles Winninger as Judson Craig

Binnie Barnes as Donna Lyons

Ray Milland as Lord Michael Stuart

Nella Walker as Dorothy Craig

Hobart Cavanaugh as Wilbur Lamb

John 'Dusty' King as Bill Evans

Alice Brady as Mrs. Lyons

Mischa Auer as Count Arisztid

Ernest Cossart as Binns

Lucile Watson as Martha

Charles Coleman as Stevens

Joyce Compton as Evans' Secretary

Franklin Pangborn as Jeweler

John Hamilton as Desk Lieutenant at Police Station

Libby Taylor as Mrs. Lyons' Maid

Selmer Jackson as Hamilton

Bert Moorhouse as Extra in Restaurant

Frank O'Connor as Policeman at Police Station

Dennis O'Keefe as Nightclub Extra