Alice Faye

Trixie Lee

Constance Bennett

Gerry Lester

Nancy Kelly

Lois Allen

Joan Davis

Babe Dugan

Charles Farrell

Bud

Jane Wyman

Alabama

Kane Richmond

Lieutenant Dick 'Tex' Price

Wally Vernon

Chick

Joan Valerie

Sunny

Harry Davenport

T.P. Lester

Edward Norris

Speed Allen

J. Anthony Hughes

Al Moore

Mary Gordon

Mrs. Lee

Robert Allen

Charlie

Irving Bacon

Storekeeper (Uncredited)

Helen Brown

Gerry's Nurse (Uncredited)

William B. Davidson

Sales Manager (Uncredited)

Fern Emmett

Matilda, Gerry's Maid (Uncredited)

Jonathan Hale

Racing Official Starter (Uncredited)

Sam Hayes

Announcer (Uncredited)

Harold Miller

Officer at Bar in Cleveland Club (Uncredited)

Adrian Morris

Repo Man (Uncredited)

Renie Riano

Chick's Pilot Girlfriend (Uncredited)

Harry Rosenthal

Harrison, Cafe Manager (Uncredited)

Edwin Stanley

Doctor (Uncredited)

Emmett Vogan

Powder Puff Derby Starter (Uncredited)

Eddie Dunn

Eddie, Mechanic (Uncredited)

Robert Lowery

Sam, Mechanic (Uncredited)

Ralph Dunn

Mechanic (Uncredited)

Jack Pennick

Mechanic (Uncredited)

James Conaty

Nightclub Patron (Uncredited)

Larry Steers

Nightclub Patron (Uncredited)

Murray Alper

Albuquerque Mechanic (Uncredited)

Kit Guard

Kansas City Mechanic (Uncredited)

Eddie Marr

Kansas City Mechanic (Uncredited)

Milburn Stone

Kansas City Mechanic (Uncredited)

Alice Armand

Flyer (Uncredited)

Barbara Brewster

Flyer (Uncredited)

Gloria Brewster

Flyer (Uncredited)

Dorothy Dearing

Flyer (Uncredited)

Helen Ericson

Flyer (Uncredited)

June Gale

Flyer (Uncredited)

Betty Gillies

Flyer (Uncredited)

Mary Healy

Flyer (Uncredited)

Teddy Kenyon

Flyer (Uncredited)

Ruth Nichols

Flyer (Uncredited)

Lillian Porter

Flyer (Uncredited)

Margo Tanner

Flyer (Uncredited)