"A bored couple facing middle-age succumbs to wandering eyes."
Frank Morgan
as Henry Smith
Genevieve Tobin
as Ellen Smith
Neil Hamilton
as David McKenzie
Marian Nixon
as Andree
Glenn Anders
as Freddie Wilkins
Gene Lockhart
as Skeets
Margaret Hamilton
as Whiffen
Betty Grable
as Frances
Charles Ray
as Leonard Purcell
Lona Andre
as Florence Purcell
Irving Bacon
as Harry
Shirley Chambers
as Merle
Ray Cooke
as Elevator Operator
Susan Fleming
as Miss Allen
Jack Gargan
as Taxi Driver
Tom Herbert
as Bartender
Lenita Lane
as Laura
Mary MacLaren
as Costume Company Fitter
Addie McPhail
as Gloria Dawn
Torben Meyer
Tom Ricketts
as Old Man in Club
Maidel Turner
as Lady with Ancient Greek Costume
Emma B.C. Wells
Theatre Play
Lloyd Corrigan
Director
Gladys Hurlbut
Allan Scott
Screenplay
Paul F. Wiser
Sound Recordist
Nicholas Musuraca
Director of Photography
William Morgan
Editor
Perry Ferguson
Art Direction
Roy Webb
Original Music Composer
Pandro S. Berman
Producer
Rex Bailey
Assistant Director
Van Nest Polglase
Walter Plunkett
Costume Design