Linda Darnell as Carolyn Sayres

John Payne as Ambrose Fillmore "Bud" Borden

Roland Young as Thomas Brooke

Charlotte Greenwood as Lola Langdon

William Gargan as Dane Wharton

Mary Beth Hughes as June Lawrence

Mary Healy as Mary Andrews

Donald Meek as Sam Wellman

Jessie Ralph as Aunt Martha Parker

Walter Kingsford as Studio Actor Playing "Napoleon"

George Montgomery as Ronnie

Robert Lowery as Bellboy

Lynne Roberts as College Girl

Joan Leslie as College Girl (uncredited)

Jody Gilbert as Hotel Maid

Irving Bacon as Hotel Desk Clerk

Louise Lorimer as Miss Collins

Mantan Moreland as Waiter on Train

Fern Emmett as Della

Hal K. Dawson as Cargo, Wellman's Assistant

Gary Breckner as Announcer

Paul Hurst as Mac, Amalgamated Lab Tech

Billy Wayne as Amalgamated Cameraman