Ramon Novarro

as Archduke Paul 'Gustl' Gustave

Evelyn Laye

as Elizabeth Katherine Anne 'Lisl' Gluck

Charles Butterworth

as Willy Fitch

Una Merkel

as Fanni Kerner

Edward Everett Horton

as Baron Szereny

Donald Cook

as Toni Berngruber

Henry Stephenson

as Emperor Franz Josef

Rosalind Russell

as Countess Zarika Rafay