Irene O'Dare
Anna Neagle
Don Marshall
Ray Milland
Freddie
Stuart Robertson
Princess Minetti
Ethel Griffies
Michael O'Dare
Tommy Kelly
Mrs. Newlands Grey
Juliette Compton
Helen
Roxanne Barkley
Usher (uncredited)
Rod Bacon
Dancer (uncredited)
Mildred Boyd
Diner Patron (uncredited)
Tom Coleman
Mr. Dumont (uncredited)
Alexander D'Arcy
One of the Dandridge Sisters (uncredited)
Dorothy Dandridge
Mr. Smith
Roland Young
Vivian Dandridge
Charity Ball Guest (uncredited)
Jack Deery
Theatre Patron (uncredited)
J. C. Fowler
Herschel Graham
Avanelle Harris
Sam Harris
'Biffy' Webster (uncredited)
Louis Jean Heydt
Bus Passenger (uncredited)
Michael Jeffers
Etta Jones
Rosemary La Planche
Bob Vincent
Alan Marshal
Mike Lally
Sam (uncredited)
Hank Mann
Club Patron (uncredited)
Hans Moebus
Bert Moorhouse
Richard Neill
'Mama' Show Singer (uncredited)
Hattie Noel
Singer (uncredited)
Neva Peoples
Tom Quinn
Cyril Ring
The Gardener (uncredited)
Syd Saylor
Granny O'Dare
May Robson
Larry Steers
Susie Smith (uncredited)
Martha Tilton
Edwin Tuttle
Mrs. Marshall (uncredited)
Nella Walker
Mrs. Herman Vincent
Billie Burke
Bretherton
Arthur Treacher
Miss Eleanor Worth
Marsha Hunt
Jane McGee
Isabel Jewell
Lillian
Doris Nolan
Editor
Elmo Williams
Director
Herbert Wilcox
Producer
Special Effects
Vernon L. Walker
Original Music Composer
Roy Webb
Story
James Montgomery
Assistant Director
Lloyd Richards
Anthony Collins
Set Decoration
Darrell Silvera
Sound Recordist
Richard Van Hessen
Music Director
Costume Design
Edward Stevenson
Sydney M. Fogel
Screenplay
Alice Duer Miller
William Dorfman
Associate Producer
Merrill G. White
Editorial Services
Douglas Travers
Choreographer
Aida Broadbent
Lyricist
Joseph McCarthy
Director of Photography
Russell Metty
Art Direction
Lawrence P. Williams
Harry Tierney
Music Arranger
Gene Rose