Janet Gaynor
Esther Blodgett / Vicki Lester

Fredric March
Norman Maine

Adolphe Menjou
Oliver Niles

May Robson
Lettie Blodgett

Andy Devine
Danny McGuire

Lionel Stander
Matt Libby

Owen Moore
Casey Burke

Peggy Wood
Miss Phillips

Elizabeth Jenns
Anita Regis

Edgar Kennedy
Pop Randall

J. C. Nugent
Mr. Blodgett

Guinn 'Big Boy' Williams
Posture Coach

Irving Bacon
Station Agent (uncredited)

Jane Barnes
Waitress #1 (uncredited)

Clara Blandick
Aunt Mattie (uncredited)

Wade Boteler
Santa Anita Cop (uncredited)

Sidney Bracey
Burke's Butler (uncredited)

Harry C. Bradley
Niles' Assistant (uncredited)

George Chandler
Deliveryman (uncredited)

Pat Flaherty
Cuddles (uncredited)