Annabella as Young Marie/Maria, Duchess of Leyva Henry Fonda as Kerry Gilfallen Leslie Banks as Lord Clontarf Stewart Rome as Sir Valentine Irene Vanbrugh as Old Marie Harry Tate as Paddy Helen Haye as Aunt Jenepher Edward Underdown as Don Diego (as Teddy Underdown) Mark Daly as James Patrick Aloysius 'Jimmy' Brannigan Sam Livesey as Angelo E. V. H. Emmett as Racing Commentator R.C. Lyle as Racing Commentator (as Captain R.C. Lyle) John McCormack as Himself - the Tenor Steve Donoghue as Himself Evelyn Ankers as a party guest (uncredited) Hermione Darnborough as a gypsy dancer Lewis Stone as John Webster James Gleason as Daniels Bruce Cabot as Bat Williams, alias of Bob Webster Louise Latimer as Letty Graves Betty Grable as Mildred Webster Grace Bradley as Grace Forbes Nella Walker as Helen Webster Frank M. Thomas as Attorney Pierce Harry Jans as Vic John Arledge as Walter Frank Jenks as Pete Maxine Jennings as Nellie Gordon Jones as Joe Addison Randall as Al - Henchman