"A millionaire courts a working-class woman."
Robert Young
as Bill Harrison
Lew Ayres
as Henry Thayer
Ruth Hussey
as Joan Thayer
Lana Turner
as Helen
Rita Johnson
as Sally Harrison
Don Castle
as Frank
Guy Kibbee
as Pa
Sarah Padden
as Ma
Gordon Jones
as Tom Grogan
Virginia Grey
as Selma Willis
Marie Blake
as Mrs. Gussler
Bess Flowers
as Typist
Hal K. Dawson
as Mr. Allen
Edwin Maxwell
as Krauss
Herbert Ashley
as Stationmaster
Barbara Bedford
as Kate
James Conaty
as Nightclub Extra
Jules Cowles
as Man With Radio (voice, uncredited)
Mitchell Lewis
as Man Who Yells (voice)
Francisco Marán
as Alec - the Maitre d'Hotel
Pat McKee
as Construction Worker
Dorothy Tennant
as Woman in Shoe Store
Edith Ellis
Theatre Play
Jerome Chodorov
Screenplay
Joseph Fields
Reinhold Schünzel
Director
Ray June
Director of Photography
Edward Chodorov
Producer
Frank E. Hull
Editor
Cedric Gibbons
Art Direction
Charles O'Malley
Assistant Director
William Axt
Original Music Composer