- Katharine Hepburn as Susan Vance
- Cary Grant as Dr. David Huxley (alias Mr. Bone)
- May Robson as Elizabeth Carlton Random, Susan's aunt
- Charles Ruggles as Major Horace Applegate, a big-game hunter
- Walter Catlett as Constable Slocum
- Barry Fitzgerald as Aloysius Gogarty, Mrs. Random's gardener
- Fritz Feld as Dr. Fritz Lehman, an affluent psychiatrist
- Virginia Walker as Alice Swallow, David's fiancée
- George Irving as Alexander Peabody, Mrs. Random's lawyer
- Leona Roberts as Hannah Gogarty, Aloysius's wife and Mrs. Random's servant
- Tala Birell as Mrs. Lehman, Dr. Lehman's wife
- John Kelly as Elmer, Constable Slocum's assistant
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Uncredited
- D'Arcy Corrigan as Professor LaTouche
- Billy Bevan as Tom, the barkeeper
- Billy Franey as the butcher
- Billy Benedict as David's caddy
- Dick Lane as the circus manager
- Ward Bond as a motorcycle policeman
- Jack Carson as a circus roustabout
Animals
- Skippy as George, Mrs. Random's dog
- Nissa as Baby and the circus leopard
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