Young Austrian Archduke Paul "Gustl" Gustave is in an arranged engagement but his uncle, the emperor, decides to let Gustl carry on a fling with ballet dancer Lisl Gluck.

Ramon Novarro
as Archduke Paul 'Gustl' Gustave

Evelyn Laye
as Elizabeth Katherine Anne 'Lisl' Gluck

Charles Butterworth
as Willy Fitch

Una Merkel
as Fanni Kerner

Edward Everett Horton
as Baron Szereny

Donald Cook
as Toni Berngruber

Henry Stephenson
as Emperor Franz Josef

Rosalind Russell
as Countess Zarika Rafay

Herman Bing
as Nepomuk

Florine Baile
as Undetermined Role (uncredited)