Ruth Chatterton

as Lilly 'Queenie' Turner Dixon

George Brent

as Bob Chandler

Frank McHugh

as David 'Dave' Dixon

Guy Kibbee

as Doc Peter McGill

Robert Barrat

as Fritz 'Heinie'

Ruth Donnelly

as Edna Yokum

Marjorie Gateson

as Mrs. Bessie 'Ma' McGill

Gordon Westcott

as Rex Durkee