Kay Francis

as Janet Steele

William Gargan

as Ace Boreman

Victor Jory

as Doc

Maxie Rosenbloom

as Stuffy McInnes

Eddie Foy Jr.

as Denny Corson

Sheila Bromley

as Frieda Boreman

Eve Arden

as Kit Campbell

Charles Anthony Hughes

as Bill Steele

Frankie Burke

as Johnnie

Spencer Charters

as Farmer

Vera Lewis

as Farmer's Wife

William Gould

as Palmer

Gordon Hart

as Air Races Official

Ila Rhodes

as Joan

Rosella Towne

as Phyllis

Marian Alden

as Aviatrix (uncredited)

Marie Astaire

as Woman (uncredited)

Richard Bond

as Salesman (uncredited)

Sidney Bracey

as Race Official / Spectator (uncredited)

Nat Carr

as Salesman (uncredited)

Allan Cavan

as Wichita Official (uncredited)

Glen Cavender

as Airport Policeman / Mob Scene Extra (uncredited)

Alice Connors

as Aviatrix (uncredited)

Joe Cunningham

as Telegraph Office Attendant (uncredited)

Steve Darrell

as Photographer (uncredited)

Lucille De Nevers

as Woman (uncredited)

Edgar Edwards

as Wichita Starter (uncredited)

Hudson Faucett

as Attendant (uncredited)

Frank Faylen

as Chuck - the Mechanic (uncredited)

Iris Gabrielle

as Aviatrix (uncredited)

Jack Gardner

as Ace's Mechanic (uncredited)

Kit Guard

as Bartender / Mechanic (uncredited)

George Guhl

as Joe - the Bartender (uncredited)

John Harron

as Process Server (uncredited)

John Hiestand

as Cleveland Radio Announcer (uncredited)

Diana Hughes

as Aviatrix (uncredited)

David Kerman

as Photographer (uncredited)

Milton Kibbee

as Burbank Official (uncredited)

Reid Kilpatrick

as Cleveland Announcer on Podium (uncredited)

Alexander Leftwich

as Cleveland Official (uncredited)

Al Lloyd

as Wichita Official (uncredited)

Wilfred Lucas

as Burbank Offical (uncredited)

Frank Mayo

as Salesman (uncredited)

Harold Miller

as Salesman (uncredited)

Carlyle Moore Jr.

as Cleveland Radio Operator (uncredited)

Will Morgan

as Interne (uncredited)

Jack Mower

as Salesman (uncredited)

Wedgwood Nowell

as Cleveland Official (uncredited)

Pat O'Malley

as Cleveland Official (uncredited)

Paul Panzer

as Frieda's Mechanic (uncredited)

Lee Phelps

as Wichita Official (uncredited)

John J. Richardson

as Airport Man Getting Hose Out (uncredited)

John Ridgely

as Salesman (uncredited)

Sally Sage

as Aviatrix (uncredited)

Cliff Saum

as Policeman at Airport (uncredited)

Brick Sullivan

as Policeman at Cleveland Air Field (uncredited)

Don Turner

as Mechanic Guarding Door (uncredited)

Emmett Vogan

as Radio Announcer (uncredited)

Leo White

as Mechanic / Cleveland Spectator (uncredited)

Tom Wilson

as Cleveland Spectator (uncredited)

Jack Wise

as Welcoming Official / Cleveland Spectator (uncredited)