When the boyfriend of a rich, bored socialite dies from a weak heart, she finds herself attracted to the doctor who treated him, a hard-working idealist decidedly different from the usual spoiled society rich kids she is used to.

Carole Lombard
as Penelope 'Nep' Newbold

Ricardo Cortez
as Bill Hanaway

Paul Lukas
as Dr. Karl Bemis

Juliette Compton
as Sue Folsom

George Barbier
as Alfred Newbold

Virginia Hammond
as Matilda Newbold

Arthur Pierson
as Stanley McIlvaine

Frances Moffett
as Delia

Irving Bacon
as Henry - License Clerk