Dick Powell
as Billy Lawler
George Stone
as Andy Lee
Ruby Keeler
as Peggy Sawyer
Warner Baxter
as Julian Marsh
Bebe Daniels
as Dorothy Brock
George Brent
as Pat Denning
Guy Kibbee
as Abner Dillon
Una Merkel
as Lorraine Fleming
Ginger Rogers
as Ann Lowell
Ned Sparks
as Thomas Barry