René Clair Director, Producer Marlene Dietrich Countess Claire Ledoux Actor Bruce Cabot Robert Latour Actor Roland Young Charles Giraud Actor Mischa Auer Zolotov Actor Andy Devine Andrew Actor Frank Jenks Second Sailor Actor Eddie Quillan Third Sailor Actor Laura Hope Crews Auntie Actor Franklin Pangborn Bellows Actor Theresa Harris Clementine Actor Melville Cooper Brother-in-Law Actor Anne Revere Giraud's Sister Actor Bob Evans William Actor Emily Fitzroy Giraud's Cousin Amelia Actor Virginia Sale Giraud's Cousin Clarissa Actor Dorothy Adams Giraud's Cousin Sybil Actor Gitta Alpar Opera Singer Actor Phil Karlson Assistant Director Norman Krasna Screenwriter Joe Pasternak Producer Rudolph Maté Cinematographer Frank Gross Film Editing Jack Otterson Art Director Russell A. Gausman Set Decoration