"A famous aviator helps an amateur enter a cross-country air race for women."
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
Allan Cavan
as Wichita Official (uncredited)
Glen Cavender
as Airport Policeman / Mob Scene Extra (uncredited)
Alice Connors
Joe Cunningham
as Telegraph Office Attendant (uncredited)
Steve Darrell
as Photographer (uncredited)
Lucille De Nevers
Edgar Edwards
as Wichita Starter (uncredited)
Hudson Faucett
as Attendant (uncredited)
Frank Faylen
as Chuck - the Mechanic (uncredited)
Iris Gabrielle
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
David Kerman
Milton Kibbee
as Burbank Official (uncredited)
Reid Kilpatrick
as Cleveland Announcer on Podium (uncredited)
Alexander Leftwich
as Cleveland Official (uncredited)
Al Lloyd
Wilfred Lucas
as Burbank Offical (uncredited)
Frank Mayo
Harold Miller
Carlyle Moore Jr.
as Cleveland Radio Operator (uncredited)
Will Morgan
as Interne (uncredited)
Jack Mower
Wedgwood Nowell
Pat O'Malley
Paul Panzer
as Frieda's Mechanic (uncredited)
Lee Phelps
John J. Richardson
as Airport Man Getting Hose Out (uncredited)
John Ridgely
Sally Sage
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)
Albert DeMond
Screenplay
Lee Katz
John Farrow
Director
Francis Walton
Novel
Charles Lang
Sound
Frank Clarke
Technical Advisor
Carl Jules Weyl
Art Direction
Orry-Kelly
Costume Design
Leo F. Forbstein
Music Director
Sidney Hickox
Director of Photography
Thomas Pratt
Editor