Irene Dunne

Paula 'Polly' Wharton

Alexander Knox

Max W. Wharton

Charles Coburn

Robert Drexel Gow

Jeff Donnell

Jan Lupton

Loren Tindall

Lt. Roy Lupton

Lee Patrick

Mrs. Foley

Phil Brown

Frank MacDougal

Cora Witherspoon

Mrs. Gates

Charles Evans

Colonel Foley

Abigail Adams

Officer Candidate's Wife (uncredited)

Francine Ames

Officer Candidate's Wife (uncredited)

Brooks Benedict

Man in Gow's Outer Office (uncredited)

Gladys Blake

Girl (uncredited)

David Bond

Secretary (uncredited)

Lillian Bronson

Elsie - Paula's Secretary (uncredited)

Charles Vidor