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Constance Bennett
as Marion Kerby

Cary Grant
as George Kerby

Roland Young
as Cosmo Topper

Billie Burke
as Mrs. Topper

Alan Mowbray
as Wilkins

Eugene Pallette
as Casey

Arthur Lake
as Elevator Boy

Hedda Hopper
as Mrs. Stuyvesant

Virginia Sale
as Miss Johnson

Theodore von Eltz
as Hotel Manager

J. Farrell MacDonald
as Policeman

Elaine Shepard
as Secretary

Doodles Weaver
as Rustic

Si Jenks
as Rustic

Irving Bacon
as Hotel Clerk (uncredited)

Lionel Belmore
as Bank Guard (uncredited)

Clem Bevans
as Board Member (uncredited)

Betty Blythe
as Mrs. Goodrich (uncredited)

Ward Bond
as Eddie (uncredited)

Hoagy Carmichael
as Hoagy - Piano Player (uncredited)

Claire Du Brey
as Sales Clerk (uncredited)

Bess Flowers
as Patron at Rainbow Club (uncredited)

Pat Gleason
as Taxicab Driver (uncredited)

Kenneth Harlan
as Hotel Manager (uncredited)

Grace Hayle
as Outraged Heavy Woman (uncredited)

George Humbert
as Tony - Nightclub Owner (uncredited)

Syd Saylor
as Car Salesman (uncredited)

Martha Tilton
as Member of 'Three Hits and a Miss' (uncredited)

Lana Turner
as Nightclub Patron (uncredited)

Russell Wade
as Nightclub Patron (uncredited)

Ruth Warren
as Hen-Pecked Motorist's Wife (uncredited)

Claire Windsor
as Mrs. Simpkins (uncredited)
Ernie Alexander
as Reporter (uncredited)
Marvin Bailey
as Member of 'Three Hits and a Miss' (uncredited)

Davison Clark
as Police Sergeant (uncredited)

Dona Dax
as Hat-Check Girl (uncredited)
Vince Degen
as Member of 'Three Hits and a Miss' (uncredited)

Eddie Fetherston
as Courtroom Reporter (uncredited)
Tom Herbert
as Hen-Pecked Motorist (uncredited)

Shep Houghton
as Waiter (uncredited)

William Irving
as Policeman (uncredited)

Eddie Kane
as Maitre d' (uncredited)

Harold Miller
as Nightclub Patron (uncredited)

Frank O'Connor
as Sea Breeze Hotel Doorman (uncredited)
Bill Seckler
as Member of 'Three Hits and a Miss' (uncredited)

Walter Walker
as Judge (uncredited)

Billy Wayne
as Taxicab Driver (uncredited)

Harry Wilson
as Onlooker at Street Brawl (uncredited)
Harry Adams
Marie Barde
Ralph Brooks
James Carlisle
as Nightclub Patron (uncredited)

Eddy Chandler
Dick Cherney
as Nightclub Patron (uncredited)

Dorothy Christy

Lester Dorr
as Bank Teller (uncredited)
Tom Ferrandini
as Nightclub Patron (uncredited)

Sam Flint
as Board Member (uncredited)
Kay Garrett

Anita Garvin
Dick Gordon
as Nightclub Patron (uncredited)
Herschel Graham
as Nightclub Patron (uncredited)
Robert Haines

Max Hoffman Jr.
Sheldon Jett

Crauford Kent

Carl M. Leviness

Leota Lorraine

Jack Mulhall

Jack Perry
Alexander Pollard
as Maitre d' (uncredited)
Jack Raymond
as Taxicab Driver (uncredited)

Cyril Ring

Art Rowlands

Scott Seaton
Eric Wilton