Ginger Rogers
Francey

James Stewart
Peter

James Ellison
Keith

Beulah Bondi
Mrs. Morgan

Charles Coburn
Mr. Morgan

Frances Mercer
Helen

Phyllis Kennedy
Jenny

Franklin Pangborn
Apartment Manager

Grady Sutton
Culpepper

Jack Carson
Waiter Captain

Alec Craig
Joseph

Willie Best
Porter

Spencer Charters
Man Shaving on Train (uncredited)

Phyllis Fraser
(uncredited)

Lloyd Ingraham
Mr. Noble (uncredited)

Franklyn Farnum
Train Conductor #2 (uncredited)

Kenner G. Kemp
Man in Train Corridor (uncredited)

Kay Sutton
Woman Exiting Train at Old Sharon (uncredited)

Bobby Barber
Italian Waiter at Nightclub (uncredited)

Lee Bennett
Student (uncredited)

Maude Eburne
Nagging Wife of Man Shaving on Train (uncredited)

Hattie McDaniel
Hattie - Maid at Prom Dance (uncredited)

Dorothy Moore
Hat-Check Girl (uncredited)