"A woman runs away with her music teacher in order to escape an arranged marriage, but they struggle to make ends meet."
Jeanette MacDonald
as Sarah Millick
Nelson Eddy
as Carl Linden
George Sanders
as Baron Von Tranisch
Ian Hunter
as Lord Shayne
Felix Bressart
as Max
Edward Ashley
as Harry Daventry
Lynne Carver
as Dolly
Diana Lewis
as Jane
Curt Bois
as Ernst
Fay Holden
as Mrs. Millick
Sig Ruman
as Herr Schlick
Janet Beecher
as Lady Daventry
Charles Judels
as Herr Wyler
Veda Ann Borg
as Manon
Herman Bing
as Market Keeper
Greta Meyer
as Mama Luden
King Baggot
as Cafe Patron (uncredited)
Max Barwyn
as Bartender (uncredited)
Art Berry Sr.
as Cabbie (uncredited)
Margaret Bert
as Woman on Stairs (uncredited)
Paul E. Burns
as Lathered Man (uncredited)
George Calliga
Colin Campbell
as Sir Arthur Feuchurch (uncredited)
James Carlisle
Jack Chefe
as Waiter (uncredited)
Davison Clark
as Casino Attendant (uncredited)
Hans Conried
as Rudolph - Man at Mama Luden's (uncredited)
Jeff Corey
as Second Man on Stairs (uncredited)
Gino Corrado
Jean De Briac
as Croupier (uncredited)
Muriel Goodspeed
as Singer (uncredited)
Dick Gordon
Robert Haines
Sam Harris
John Hendricks
as Fritz - at Mama Luden's (uncredited)
William Irving
as Man in Mud Bath (uncredited)
Delos Jewkes
Hans Joby
as Third Man on Stairs (uncredited)
Armand Kaliz
as Headwaiter (uncredited)
Eric Mayne
Frank McLure
Hans Moebus
Louis Natheaux
as Officer Catching Von Tranisch (uncredited)
Paul Oman
as Violinist (uncredited)
Charles Prescott Jr.
Pamela Randall
Sam Savitsky
as Bearded Man (uncredited)
Lester Sharpe
as First Man on Stairs (uncredited)
Julius Tannen
as Schlick's Companion (uncredited)
Ruth Tobey
as Market Keeper's Daughter (uncredited)
Ernö Verebes
as Orderly (uncredited)
Dorothy Vernon
Philip Winter
as Edgar - Sarah's Dancing Partner (uncredited)
W.S. Van Dyke
Director
Lesser Samuels
Screenplay
Harold F. Kress
Editor
Cedric Gibbons
Art Direction
Gile Steele
Costume Design
Sydney Guilaroff
Hairstylist
Edwin B. Willis
Set Decoration
Noël Coward
Theatre Play
Adrian
Oliver T. Marsh
Director of Photography
Victor Saville
Producer
Allen M. Davey
Additional Photography
Songs
Lyricist
Gus Kahn