Cary Grant as Dudley
Loretta Young as Julia Brougham
David Niven as Henry Brougham
Monty Woolley as Professor Wutheridge
James Gleason as Sylvester
Gladys Cooper as Mrs. Hamilton
Elsa Lanchester as Matilda
Sara Haden as Mildred Cassaway
Karolyn Grimes as Debby Brougham
Tito Vuolo as Maggenti
Regis Toomey as Mr. Miller
Sarah Edwards as Mrs. Duffy
Margaret McWade as Miss Trumbull
Anne O'Neal as Mrs. Ward
Ben Erway as Mr. Perry
Erville Alderson as Stevens
Robert J. Anderson as Defense Captain
Teddy Infuhr as Attack Captain
Eugene Borden as Michel
Almira Sessions as First Lady in Michel's
Claire Du Brey as Second Lady
Florence Auer as Third Lady
Margaret Wells as Hat Shop proprietress
Kitty O'Neil as Hat Shop customer
Isabel Jewell as Hysterical Mother
David Leonard as Blind Man
Dorothy Vaughan as Delia
Edgar Dearing as Policeman
The Robert Mitchell Boy Choir as Vocal Ensemble
'Babe' Agamenoni as Ice Skater
Sheryl Deauville as Little girl singing 'Hark the Hearld Angels Sing' with Cary Grant
Dick Earle as Churchgoer
Edythe Elliott as Saleslady
Adolph Faylauer as Churchgoer
Joseph J. Greene as Santa Claus
Thomas Martin as Churchgoer
Allen D. Sewall as Churchgoer
Ellinor Vanderveer as Restaurant Patron
Music by the great Kevin MacLeod