Clark Gable

Jim Lane

Myrna Loy

Ann "Thursday" Barton

Spencer Tracy

Gunner Morse

Lionel Barrymore

Howard B. Drake

Gloria Holden

Mrs. May Benson

Samuel S. Hinds

General Ross

Marjorie Main

Landlady

Louis Jean Heydt

Greg Benson

Virginia Grey

Sarah

Priscilla Lawson

Mable

Claudia Coleman

Mrs. Barton

Arthur Aylesworth

Mr. Frank Barton

Claire McDowell

Funeral Home Associate (uncredited)

Dewey Robinson

Man on Roller Coaster

Lester Dorr

Pilot (uncredited)

James Flavin

Pilot (uncredited)

Bert Moorhouse

Reporter (uncredited)

Forbes Murray

Pilot in Cafe (uncredited)

William H. O'Brien

Waiter (uncredited)

Cyril Ring

N.A.A. Official (uncredited)

Byron Foulger

Designer (uncredited)