Irene Dunne
Paula 'Polly' Wharton
Alexander Knox
Max W. Wharton
Charles Coburn
Robert Drexel Gow
Jeff Donnell
Jan Lupton
Loren Tindall
Lt. Roy Lupton
Lee Patrick
Mrs. Foley
Phil Brown
Frank MacDougal
Cora Witherspoon
Mrs. Gates
Charles Evans
Colonel Foley
Abigail Adams
Officer Candidate's Wife (uncredited)
Francine Ames
Brooks Benedict
Man in Gow's Outer Office (uncredited)
Gladys Blake
Girl (uncredited)
David Bond
Secretary (uncredited)
Lillian Bronson
Elsie - Paula's Secretary (uncredited)
George Bruggeman
Lieutenant (uncredited)
George M. Carleton
Hinkle (uncredited)
Franklyn Farnum
Graduation Ceremony Spectator (uncredited)
James Flavin
Captain (uncredited)
Bess Flowers
Woman in Gow's Outer Office (uncredited)
Jo Gilbert
Chuck Hamilton
Douglas Henderson
Officer Candidate (uncredited)
William Hudson
Patricia Jackson
John James
Paulsen - Officer Candidate (uncredited)
Marilyn Johnson
Robert Emmett Keane
Ed Kennedy (uncredited)
Billy Lechner
Little Boy (uncredited)
Anne Loos
Mrs. Dumbrowski (uncredited)
Charles Marsh
Howell (uncredited)
Carole Mathews
Bob Meredith
Forbes Murray
Meredith (uncredited)
Michael Owen
Nanette Parks
Mrs. Clark (uncredited)
George Peters
Wallace Pindell
Publicity Man (uncredited)
Adele Roberts
Mrs. Collins (uncredited)
Cosmo Sardo
Gow's Barber / Masseur (uncredited)
Charles Schaeffer
Athletic Instructor (uncredited)
Jean Stevens
Mrs. Greenberg (uncredited)
Dan Stowell
Male Secretary (uncredited)
LeRoy Taylor
Pierre Watkin
Joel I. Nixon (uncredited)
Robert B. Williams
Taxi Driver (uncredited)
Rudolph Sternad
Art Direction
Stephen Goosson
Louis Diage
Set Decoration
Rudolph Maté
Director of Photography
Ray Cory
Other
Jean Louis
Costume Design
Charles Vidor
Director
Ray Nazarro
Otto Meyer
Editor
Max Gordon
Sidney Buchman
Producer
Morris Stoloff
Music Director
Howard Fogetti
Sound
Marlin Skiles
Musical
Screenplay
Ruth Gordon
Theatre Play
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