Kay Francis

as Belinda 'Linda' Warren, aka 'Bill'

George Brent

as James 'Jim' Baker

Roland Young

as Edward 'Tubbs' Barrow

Patric Knowles

as Robert 'Bob' Melford

Henry Stephenson

as Edward, Lord Farrington

Frieda Inescort

as Rosamond Melford

Helen Flint

as Dr. Florence Cudahy, aka 'Bones'