Kay Johnson as Angela Brooks

Reginald Denny as Bob Brooks

Lillian Roth as Trixie

Roland Young as Jimmy Wade

Elsa Peterson as Martha

Jack King as Herman

Eddie Prinz as Biff

Boyd Irwin as Captain

Wallace MacDonald as First Mate

Tyler Brooke as Romeo

Ynez Seabury as Babo

Theodore Kosloff as Electricity

Julanne Johnston as Miss Conning Tower

Martha Sleeper as Fish Girl

Doris McMahon as Water

Vera Marshe as Call of the Wild

Albert Conti as Empire Officer

Abe Lyman as Band Leader

Mary Carlisle as Little Bo Peep (uncredited)

Cecil B. DeMille as Radio Newscaster (voice) (uncredited)

Katherine DeMille as Zeppelin Reveler (uncredited)

June Knight as Zeppelin Reveler (uncredited)

Allan Lane as Zeppelin Majordomo (uncredited)

Nora Lane as Zeppelin Reveler (uncredited)

Ann Sothern as Zeppelin Reveler (uncredited)

Ann Dvorak as Zeppelin Reveler (uncredited)

Marie Valli as Confusion

Sethma Williams as Dancer

Earl Askam as Pirate

Rina De Liguoro as Spain

Katharine Irving as Spider Girl

Lotus Thompson as Eve

Aileen Ransom as Victory

Judith Arlen as

Wilson Benge as Zeppelin Butler

Jack Byron as

Phyllis Crane as Girl in Parked Car

Edwards Davis as Henry VIII

Marie Deauville as Mrs. High Hat

Dorothy Dehn as Quicksilver

Betty Francisco as Little Rolls Riding Hood

Bud Geary as Zeppelin Crewman

Kenneth Gibson as

Vera Gordon as One of Henry VIII's Wives

Ella Hall as The White Mantilla

Kasha Haroldi as One of Henry VIII's Wives

Lorimer Johnston as The Butler

Wilfred Lucas as Roman Senator

Elvira Lucianti as One of Henry VIII's Wives

Mary McAllister as Vision in Black Tulle

Earl McCarthy as Zeppelin Reveler

June Nash as

Louis Natheaux as Arabian Prince

Dave O'Brien as Zeppelin Reveler

Ann Roth as Zeppeling Reveler

Philip Sleeman as Zeppelin Reveler

Henry Stockbridge as Butterfly Man

Natalie Storm as One of Henry VIII's Wives

Margaret Swope as One of Henry VIII's Wives

Youcca Troubetzkov as Prince of Russia

Dorothy Vernon as Maggie - The Cook

Natalie Visart as