Buster Crabbe as Don Jackson (as Larry 'Buster' Crabbe)

Ida Lupino as Barbara Hilton

Robert Armstrong as Larry Williams

James Gleason as Dan Healy

Toby Wing as Sally Palmer

Gertrude Michael as Jean Strange

Bradley Page as Joe Garrett

Frank McGlynn Sr. as Rev. Rankin

Nora Cecil as Miss Pettigrew

Virginia Hammond as Mrs. Archibald Henderson-James

Eddie Gribbon as Adolph Knockler

James B. 'Pop' Kenton as Caretaker

Maurice Costello as Health Acres Guest (uncredited)

Dave O'Brien as Talent Contestant (uncredited)

Ann Sheridan as Dallas Beauty Winner (uncredited)

Lynn Bari as Beauty Contestant Entrant (uncredited)

Gwenllian Gill as Scotland Beauty Winner (uncredited)