Paula 'Polly' Wharton
Irene Dunne
Max W. Wharton
Alexander Knox
Officer Candidate's Wife (uncredited)
Francine Ames
Man in Gow's Outer Office (uncredited)
Brooks Benedict
Girl (uncredited)
Gladys Blake
Secretary (uncredited)
David Bond
Elsie - Paula's Secretary (uncredited)
Lillian Bronson
Lieutenant (uncredited)
George Bruggeman
Hinkle (uncredited)
George M. Carleton
Graduation Ceremony Spectator (uncredited)
Franklyn Farnum
Captain (uncredited)
James Flavin
Woman in Gow's Outer Office (uncredited)
Bess Flowers
Robert Drexel Gow
Charles Coburn
Jo Gilbert
Chuck Hamilton
Officer Candidate (uncredited)
Douglas Henderson
William Hudson
Patricia Jackson
Paulsen - Officer Candidate (uncredited)
John James
Marilyn Johnson
Ed Kennedy (uncredited)
Robert Emmett Keane
Little Boy (uncredited)
Billy Lechner
Mrs. Dumbrowski (uncredited)
Anne Loos
Jan Lupton
Jeff Donnell
Howell (uncredited)
Charles Marsh
Carole Mathews
Bob Meredith
Meredith (uncredited)
Forbes Murray
Michael Owen
Mrs. Clark (uncredited)
Nanette Parks
George Peters
Publicity Man (uncredited)
Wallace Pindell
Mrs. Collins (uncredited)
Adele Roberts
Gow's Barber / Masseur (uncredited)
Cosmo Sardo
Lt. Roy Lupton
Loren Tindall
Athletic Instructor (uncredited)
Charles Schaeffer
Mrs. Greenberg (uncredited)
Jean Stevens
Male Secretary (uncredited)
Dan Stowell
LeRoy Taylor
Joel I. Nixon (uncredited)
Pierre Watkin
Taxi Driver (uncredited)
Robert B. Williams
Mrs. Foley
Lee Patrick
Frank MacDougal
Phil Brown
Mrs. Gates
Cora Witherspoon
Colonel Foley
Charles Evans
Abigail Adams
Other
Ray Nazarro
Director of Photography
Rudolph Maté
Theatre Play
Ruth Gordon
Music Director
Morris Stoloff
Director
Charles Vidor
Costume Design
Jean Louis
Sound
Howard Fogetti
Max Gordon
Musical
Marlin Skiles
Set Decoration
Louis Diage
Ray Cory
Art Direction
Rudolph Sternad
Producer
Sidney Buchman
Stephen Goosson
Screenplay
Editor
Otto Meyer