 Marlene DietrichCountess Claire Ledoux, aka Lili | Countess Claire Ledoux, aka Lili |
 Bruce CabotRobert Latour | Robert Latour |
 Roland YoungCharles Giraud | Charles Giraud |
 Theresa HarrisClémentine | Clémentine |
 Mischa AuerZolotov | Zolotov |
 Andy Devine1st Sailor | 1st Sailor |
 Frank Jenks2nd Sailor | 2nd Sailor |
 Eddie Quillan3rd Sailor | 3rd Sailor |
 Laura Hope CrewsAuntie | Auntie |
 Franklin PangbornBellows | Bellows |
 Clarence MuseSamuel, Carriage Driver | Samuel, Carriage Driver |
 Melville CooperBrother-in-Law | Brother-in-Law |
 Anne RevereGiraud's Sister | Giraud's Sister |
| BBob EvansWilliam | William |
 Emily FitzroyGiraud's Cousin Amelia | Giraud's Cousin Amelia |
 Virginia SaleGiraud's Cousin Clarissa | Giraud's Cousin Clarissa |
 Dorothy AdamsGiraud's Cousin Sybil | Giraud's Cousin Sybil |
 Gitta AlpárOpera Singer | Opera Singer |
| AAnthony MarloweOpera Singer | Opera Singer |
 Barbara BrewsterGirl with Zolotov | Girl with Zolotov |
 Gloria BrewsterGirl with Zolotov | Girl with Zolotov |
| LLois LindsayYoung Girl | Young Girl |
| VVirginia EngelsMinor Role | Minor Role |
 Joe DevlinFourth Sailor (uncredited) | Fourth Sailor (uncredited) |
 Poppy WildeParty Guest | Party Guest |
 Shemp HowardOyster Bed Cafe Waiter (uncredited) | Oyster Bed Cafe Waiter (uncredited) |
