Ginger Rogers as Ellie May Adams

Joel McCrea as Ed Wallace

Marjorie Rambeau as Mamie Adams

Henry Travers as Gramp

Miles Mander as Homer

Queenie Vassar as Grandma

Joan Carroll as Honeybell

Vivienne Osborne as Thelma

Carmen Morales as Carmelita

Bobby Barber as Benny (uncredited)

Louise Beavers as Woman Talking to Police (uncredited)

Edgar Dearing as Motorcycle Policeman (uncredited)

Jack Gargan as Al (uncredited)

Robert Emmett Keane as Gossip in Diner (uncredited)

Charles Lane as Mr. Smith (uncredited)

Matt McHugh as Drunk Leaving Bluebell (uncredited)

Ernie Adams as Man in Bluebell (uncredited)

Mara Alexander as Girl in Bluebell (uncredited)

Ray Cooke as Man Clueing in Ed (uncredited)

Herbert Corthell as Herb (uncredited)

Jacqueline Dalya as Dalya (uncredited)

Jack Gardner as Jake's Friend in Diner

Lawrence Gleason Jr. as Boy (uncredited)

Charlie Hall as Man in Diner (uncredited)

Grace Hayle as Drunk's Wife Leaving Bluebell (uncredited)

Donald Kerr as Sailor in Bluebell (uncredited)

Larry McGrath as Jake Halpern (uncredited)

Frank Mills as Taxi Driver (uncredited)

Gene Morgan as Gene (uncredited)

Nestor Paiva as Bluebell Manager (uncredited)

Bob Perry as Bluebell Bartender (uncredited)

Lorin Raker as Man in Diner (uncredited)

Charles Williams as (uncredited)