Ruth Chatterton

Lilly 'Queenie' Turner Dixon

George Brent

Bob Chandler

Frank McHugh

David 'Dave' Dixon

Guy Kibbee

Doc Peter McGill

Robert Barrat

Fritz 'Heinie'

Ruth Donnelly

Edna Yokum

Marjorie Gateson

Mrs. Bessie 'Ma' McGill

Gordon Westcott

Rex Durkee

Arthur Vinton

Sam Waxman

Margaret Seddon

Mrs. Turner

Mae Busch

Hazel

Irving Bacon

Earle Yokum (uncredited)

Don Brodie

Man in Carnival Audience (uncredited)

Heinie Conklin

Diner Counterman (uncredited)

Frank Darien

Hotel Porter (uncredited)

Gordon De Main

Doctor (uncredited)

June Gittelson

Fat Lady in Doc McGill's Audience (uncredited)

Mayo Methot

Mrs. Durkee (uncredited)

William V. Mong

Honest Druggist (uncredited)

Spec O'Donnell

Delivery Boy (uncredited)

Florence Roberts

Wedding Guest Calling for Bride (uncredited)

Guy Usher

Detective with Warrant (uncredited)

Kathrin Clare Ward

Mrs. Flint - Cook at Wedding (uncredited)

Lucille Ward

Mother of Girl Admiring Rex (uncredited)

Tammany Young

Man in Sam's Tent (uncredited)