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Ginger RogersFrancey
James StewartPeter
James EllisonKeith
Beulah BondiMrs. Morgan
Charles CoburnMr. Morgan
Frances MercerHelen
Phyllis KennedyJenny
Franklin PangbornApartment Manager
Grady SuttonCulpepper
Jack CarsonWaiter Captain
Alec CraigJoseph
Willie BestPorter
Spencer ChartersMan Shaving on Train (uncredited)
Phyllis Fraser(uncredited)
Lloyd IngrahamMr. Noble (uncredited)
Franklyn FarnumTrain Conductor #2 (uncredited)
Kenner G. KempMan in Train Corridor (uncredited)
Bert MoorhouseNightclub Patron (uncredited)
Kay SuttonWoman Exiting Train at Old Sharon (uncredited)
Bobby BarberItalian Waiter at Nightclub (uncredited)
Lee BennettStudent (uncredited)
Maude EburneNagging Wife of Man Shaving on Train (uncredited)
Hattie McDanielHattie (uncredited)
Dorothy MooreHat-Check Girl (uncredited)
