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| Joan Crawford | Anni Pavlovitch |
| Franchot Tone | Giulio |
| Robert Young | Rudi Pal |
| Billie Burke | Contessa di Meina |
| Reginald Owen | Admiral Monti |
| Lynne Carver | Maddelena Monti |
| George Zucco | Count Armalia |
| Mary Phillips | Maria |
| Paul Porcasi | Signor Nobili |
| Dickie Moore | Pietro |
| Frank Puglia | Alberto |
| Anna Demetrio | |
| Charles Judels | Cordellera Bar Proprietor (uncredited) |
| Ann Rutherford | Third Peasant Girl (uncredited) |
| Harry Wilson | Sailor at Cordellera Bar (uncredited) |
Count Armalia tries to show that peasants and aristocrats are not that different by asking singer Anni Pavlovitch to masquerade as his wealthy friend, Anne Vivaldi. She agrees and soon meets the dashing Rudi Pal . Although he is engaged, Rudi begins to fall for Anni. At the same time, she develops feelings for Giulio, a self-possessed but poor clerk. However, Anni also begins to lose herself in the role of affluent socialite.
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