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Mae Murray

Sally O'Hara - The Merry Widow

John Gilbert

Prince Danilo Petrovich

Roy D'Arcy

Crown Prince Mirko

Josephine Crowell

Queen Milena

George Fawcett

King Nikita

Tully Marshall

Baron Sadoja

Edward Connelly

Ambassador

Joan Crawford

Ballroom Dancer (uncredited)

Sidney Bracey

Danilo's Footman (uncredited)

Albert Conti

Danilo's Adjutant (uncredited)

Xavier Cugat

Orchestra Leader (uncredited)

Dale Fuller

Sadoja's Chambermaid (uncredited)

Jacqueline Gadsden

Madonna (uncredited)

George Nichols

Doorkeeper (uncredited)

Zalla Zarana

Frenchie Christine (uncredited)

Clark Gable