Fredric March as Jerry H. Young

Cary Grant as Henry Crocker

Jack Oakie as Mike 'Slug' Richards

Carole Lombard as The Beautiful Lady

Guy Standing as Major Dunham

Forrester Harvey as Hogan

Kenneth Howell as Lt. John Stevens

Leyland Hodgson as Lt. Kingsford

Virginia Hammond as Lady Erskine

Douglas Scott as Tommy Erskine

Robert Seiter as Arnold Voss

Adrienne D'Ambricourt as Fifi 'Fanny'

Ted Billings as Cockney Soldier (uncredited)

Lane Chandler as Flier (uncredited)

Paul Cremonesi as French General (uncredited)

Olaf Hytten as Story-Telling Officer at Party (uncredited)

Jacques Jou-Jerville as French General's Aide (uncredited)

Crauford Kent as General (uncredited)

Mary MacLaren as Party Guest (uncredited)

Dennis O'Keefe as Flier (uncredited)

Ronald R. Rondell as Flier (uncredited)

Russell Scott as Flight Sergeant (uncredited)

Yorke Sherwood as Taxi Driver (uncredited)

Ellinor Vanderveer as Party Guest (uncredited)