Lawrence Tibbett

as Lieutenant Michael Petroff

Grace Moore

as Princess Tanya Strogoff

Adolphe Menjou

as Governor Boris Brusiloff

Roland Young

as Count Strogoff

Gus Shy

as Potkin

Emily Fitzroy

as Countess Anastasia Strogoff

Frankie Genardi

Tyler Brooke

as Gossipy Passenger on Ship