Jean Harlow

as Carol Clayton

Clark Gable

as Duke Bradley

Lionel Barrymore

as Grandpa Clayton

Frank Morgan

as Jesse Kiffmeyer

Walter Pidgeon

as Hartley Madison

Una Merkel

as Fritzi Kiffmeyer

Hattie McDaniel

as Rosetta

George Zucco

as Dr. Bierd

Margaret Hamilton

as Lady at Kiffmeyer's table in train dining car

Jonathan Hale

as Frank Clayton

Cliff Edwards

as Tip

Frankie Darro

as Dixie Gordon

Henry Stone

as Hurley

Ruth Gillette

as Mrs. Hurley

Dennis O'Keefe

as Party guest

John Hyams

as Horse Owner (uncredited)

Si Jenks

as Gardener (uncredited)

Bert Moorhouse

as Horse Race Bit (uncredited)

Bert Roach

as Passenger on Train (uncredited)

Wanda Perry

as Girl at the Racetrack (uncredited)