Deanna Durbin as Ann Carter

Franchot Tone as Charles Gerard

Pat O'Brien as Martin Murphy

Akim Tamiroff as Popoff

Alan Mowbray as Buzz Jenkins

Walter Catlett as Mortimer Kalb

Hans Conried as Reeves

Evelyn Ankers as Elizabeth Campbell

Florence Bates as Lady Sloughberry

Roscoe Karns as Fields

Frank Jenks as Emmett

Sig Arno as Moreno

Andrew Tombes as Brophy

Iris Adrian as Sunshine Twin

Robin Raymond as Sunshine Twin

Elsa Janssen as Severina

Russell Hicks as Sanderson

Stephanie Bachelor as Dot Stanley

Marion Pierce as Margaret Howard

Wilson Benge as Attendee at Waiters' Ball

Tom Coleman as Park Avenue Doorman

Alice Draper as Spinster

Virginia Gardner as Blonde

Jack George as Attendee at Waiters' Ball

Charlie Hall as Porter

Halliwell Hobbes as Willebrandt

Joe King as Train Conductor

George Kirby as Fat Man (uncredited)

Blayney Lewis as Boy

Edmund Mortimer as Train Passenger

Leo Mostovoy as Headwaiter

Marie Osborne as Kalb's Secretary

Alexander Pollard as Train Passenger

George H. Reed as Train Conductor

Paul Scardon as Professor

Eric Wilton as Harry