Loretta Young
Florence 'Flo' Denny
Winnie Lightner
Maizee
Lyle Talbot
Daniel 'Danny' Drew
Regis Toomey
Tommy Nelson
Hugh Herbert
Luther Haines
Ferdinand Gottschalk
Sol Glass
Suzanne Kilborn
Birdie Reynolds
Helen Ware
Mrs. Haines
Harold Waldridge
Glass' Office Boy
Charles Lane
Mr. Bernstein (uncredited)
Dennis O'Keefe
Cabaret Patron (uncredited)
Jed Prouty
Mr. Goran (uncredited)
Donna Mae Roberts
Woman Slapping Luther (uncredited)
Barbara Rogers
Model (uncredited)
Renee Whitney
Customer Girl with Tommy and Birdie (uncredited)
Pat Wing
Toby Wing
Esdras Hartley
Art Direction
Arthur L. Todd
Director of Photography
Orry-Kelly
Costume Design
Busby Berkeley
Director
George Amy
Editor
Leo F. Forbstein
Conductor
Don Mullaly
Screenplay
Rian James
John Francis Larkin
Story
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