Clark Gable as Jim Branch

Constance Bennett as Sharon Norwood

Stuart Erwin as Hank Parr

Billie Burke as Mrs. Norwood

Harvey Stephens as Tommy Bannister

Katharine Alexander as Julia Patterson

Hale Hamilton as Henry King Patterson

Henry Travers as Cap

Henry Armetta as Italian Diner Owner

Charles Richman as Jordan

William Demarest as Police Detective (uncredited)

Margaret Dumont as Mrs. Murchison (uncredited)

Pat Flaherty as Police Guard at Gate (uncredited)

Bess Flowers as Riverview Club Patron (uncredited)