Alice Faye
June Mills

Dana Andrews
Eric Stanton

Linda Darnell
Stella

Charles Bickford
Mark Judd

Anne Revere
Clara Mills

Bruce Cabot
Dave Atkins

John Carradine
Professor Madley

Percy Kilbride
Pop

Dorothy Adams
Stella's downstairs neighbor

Matthew Beard
Shoeshine Boy

Jimmy Conlin
Walton Hotel Clerk

Olin Howland
Joe Ellis (uncredited)

Franklyn Farnum
Man Leaving Drugstore (uncredited)

William Haade
First Bus Driver (uncredited)

Dick Haymes
Himself - JukeBox Vocalist (voice) (uncredited)

Adele Jergens
Woman at Madley's Show (uncredited)

J. Farrell MacDonald
Bank Guard (uncredited)

William H. O'Brien
Bus Passenger (uncredited)

Frank O'Connor
Man at Madley's Show (uncredited)

Brick Sullivan
Honky Tonk Dance Customer (uncredited)