Lily Pons
— Annette Monard
Henry Fonda
— Johnny Street
Eric Blore
— Roger Briggs
Osgood Perkins
— Paul Darcy
Lucien Littlefield
— Hubert Dilley
Lucille Ball
— Gwendolyn Dilley
Миша Ауэр
— Darcy's Pianist
Paul Porcasi
— Uncle Tito
Scotty Beckett
— Boy on Carousel
Billy Gilbert
— Cook at Cafe (uncredited)
Ferdinand Gottschalk
— Snobbish Critic (uncredited)
Clarence Wilson
— The Lawyer (uncredited)
Richard Carle
— Snobbish Critic (uncredited)
Gino Corrado
— Waiter in Cafe (uncredited)
Oscar Apfel
— Cafe Owner (uncredited)
Elise Cavanna
— Darcy's Secretary (uncredited)
James Conaty
— Audience Extra (uncredited)
Esther Dale
— Mrs. Dilley (uncredited)
Kirby Grant
— Violinist (uncredited)
Al Haskell
— Wagon Driver (uncredited)
Paul Irving
— Flat Tuba Player (uncredited)
DeWitt Jennings
— Man Yelling for Food (uncredited)
Maxine Jennings
— Sixth Girl in 'I Dream Too Much' Number (uncredited)
Ferdinand Munier
— Carousel Owner (uncredited)
Wedgwood Nowell
— Guest at Party (uncredited)
Russ Powell
— Carousel Operator (uncredited)
June Story
— Girl in 'I Dream Too Much' Number (uncredited)