Billy Gilbert
as Loupgerou
Marlene Dietrich
as Frenchy
James Stewart
James Stewart
as Tom Destry, Jr.
Una Merkel
as Lily Belle
Samuel Hinds
as Judge Slade
Charles Winninger
as Washington Dimsdale
Mischa Auer
as Boris
Brian Donlevy
as Kent
Irene Hervey
as Janice tyndall
Allen Jenkins
as Gyp Watson
Warren Hymer
as Bugs Watson