Ginger Rogers

Francey Brent

James Stewart

Peter Morgan Jr.

James Ellison

Keith Morgan

Beulah Bondi

Martha Morgan

Charles Coburn

Peter Morgan Sr.

Frances Mercer

Helen

Phyllis Kennedy

Jenny

Franklin Pangborn

Apartment Manager

Grady Sutton

Culpepper

Jack Carson

Charlie

Willie Best

Train Porter

Spencer Charters

Man Shaving on Train (uncredited)

Phyllis Fraser

Minor Role (uncredited)

Lloyd Ingraham

Mr. Noble (uncredited)

Alec Craig

Joseph (uncredited)

Franklyn Farnum

2nd Train Conductor (uncredited)

Kenner G. Kemp

Man in Train Corridor (uncredited)

Bert Moorhouse

Nightclub Patron (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)