Lily Pons

Annette Monard

Henry Fonda

Johnny Street

Lucille Ball

Gwendolyn Dilley

Eric Blore

Roger Briggs

Osgood Perkins

Paul Darcy

Lucien Littlefield

Hubert Dilley

Mischa Auer

Darcy's Pianist

Paul Porcasi

Uncle Tito

Scotty Beckett

Boy on Carousel

Billy Gilbert

Cook at Cafe (uncredited)

Ferdinand Gottschalk

Snobbish Critic (uncredited)

Clarence Wilson

The Lawyer (uncredited)

Richard Carle

Snobbish Critic (uncredited)

Gino Corrado

Waiter in Cafe (uncredited)

Gino Corrado

Waiter in Cafe (uncredited)

Oscar Apfel

Cafe Owner (uncredited)

Elise Cavanna

Darcy's Secretary (uncredited)

James Conaty

Audience Extra (uncredited)

Esther Dale

Mrs. Dilley (uncredited)

Kirby Grant

Violinist (uncredited)

Al Haskell

Wagon Driver (uncredited)

Paul Irving

Flat Tuba Player (uncredited)

DeWitt Jennings

Man Yelling for Food (uncredited)

Maxine Jennings

Sixth Girl in 'I Dream Too Much' Number (uncredited)

Ferdinand Munier

Carousel Owner (uncredited)

Wedgwood Nowell

Guest at Party (uncredited)

Russ Powell

Carousel Operator (uncredited)

June Story

Girl in 'I Dream Too Much' Number (uncredited)