Alice Faye
— Trixie Lee
Constance Bennett
— Gerry Lester
Nancy Kelly
— Lois Allen
Joan Davis
— Babe Dugan
Charles Farrell
— Bud
Jane Wyman
— Alabama
Kane Richmond
— Lieutenant Dick 'Tex' Price
Wally Vernon
— Chick
Joan Valerie
— Sunny
Harry Davenport
— T.P. Lester
Edward Norris
— Speed Allen
J. Anthony Hughes
— Al Moore
Mary Gordon
— Mrs. Lee
Robert Allen
— Charlie
Irving Bacon
— Storekeeper (Uncredited)
Helen Brown
— Gerry's Nurse (Uncredited)
William B. Davidson
— Sales Manager (Uncredited)
Fern Emmett
— Matilda, Gerry's Maid (Uncredited)
Jonathan Hale
— Racing Official Starter (Uncredited)
Sam Hayes
— Announcer (Uncredited)
Harold Miller
— Officer at Bar in Cleveland Club (Uncredited)
Adrian Morris
— Repo Man (Uncredited)
Renie Riano
— Chick's Pilot Girlfriend (Uncredited)
Harry Rosenthal
— Harrison, Cafe Manager (Uncredited)
Edwin Stanley
— Doctor (Uncredited)
Emmett Vogan
— Powder Puff Derby Starter (Uncredited)
Eddie Dunn
— Eddie, Mechanic (Uncredited)
Robert Lowery
— Sam, Mechanic (Uncredited)
Ralph Dunn
— Mechanic (Uncredited)
Jack Pennick
— Mechanic (Uncredited)