Janet Gaynor
— Katherine 'Kay' Brannan
Robert Taylor
— Dr. Robert 'Bob' Dakin
Binnie Barnes
— Priscilla Hyde
Andy Devine
— George Brannan
Lewis Stone
— Dr. Dakin
Elizabeth Patterson
— Ma Brannan
Frank Craven
— Will "Pa" Brannan
James Stewart
— Elmer Clampett
Isabel Jewell
— Emily 'Em' Brannan
Charley Grapewin
— Dr. Ned Fabre
Nella Walker
— Mrs. Dakin
Robert Greig
— Childers, Dakin's Butler
Edgar Kennedy
— Captain Mack
Willie Fung
— So-So
Agnes Ayres
— Catherine (uncredited)
Leonard Carey
— Concierge (uncredited)
Richard Carle
— Jeffers Cass, J.P. (uncredited)
Claire Du Brey
— Bit Role (uncredited)
Douglas Fowley
— Chick Page (uncredited)
Chester Gan
— Wing (uncredited)
Nora Lane
— Cissie (uncredited)
Drue Leyton
— Felicia (uncredited)
Robert Livingston
— Wedding Celebrant (uncredited)
Claire McDowell
— Woman in Bed (uncredited)
George Meeker
— Dr. Bill Underwood (uncredited)
Harold Miller
— Nightclub Extra (uncredited)
Bert Moorhouse
— Dance Extra (uncredited)
Dennis O'Keefe
— Man Dancing in Tavern (uncredited)
Dick Wessel
— College Boy in Car (uncredited)