Marlene Dietrich

~ as ~

Countess Claire Ledoux, aka Lili

Bruce Cabot

~ as ~

Robert Latour

Roland Young

~ as ~

Charles Giraud

Theresa Harris

~ as ~

Clémentine

Mischa Auer

~ as ~

Zolotov

Andy Devine

~ as ~

1st Sailor

Frank Jenks

~ as ~

2nd Sailor

Eddie Quillan

~ as ~

3rd Sailor

Laura Hope Crews

~ as ~

Auntie

Franklin Pangborn

~ as ~

Bellows