Ginger Rogers

Francey

James Stewart

Peter

James Ellison

Keith

Beulah Bondi

Mrs. Morgan

Charles Coburn

Mr. Morgan

Frances Mercer

Helen

Franklin Pangborn

Apartment Manager

Grady Sutton

Culpepper

Jack Carson

Waiter Captain

Alec Craig

Joseph

Willie Best

Porter

Lloyd Ingraham

Mr. Noble (uncredited)

Franklyn Farnum

Train Conductor #2 (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)

Maude Eburne

Nagging Wife of Man Shaving on Train (uncredited)

Hattie McDaniel

Hattie (uncredited)