Carole Lombard

as Hazel Flagg

Fredric March

as Wallace "Wally" Cook

Charles Winninger

as Dr. Enoch Downer

Walter Connolly

as Oliver Stone

Sig Ruman

as Dr. Emil Eggelhoffer

Frank Fay

as Master of Ceremonies

Troy Brown Sr.

as Ernest Walker

Maxie Rosenbloom

as Max Levinsky