"The calla lilies are in bloom again. Such a strange flower, suitable to any occasion. I carried them on my wedding day, and now I place them here in memory of something that has died...Have you gathered here to mourn, or are you here to bring me comfort?... [She touches the ring on her finger given to her by Kaye] I've learned something about love that I never knew before. That I never knew before. You speak of love when it's too late. Help should come to people when they need it. Why are we always so helpful to each other when it's no longer any use?...This is my home. This is where I belong. Love was in this house once, and for me it will always be here, nowhere else...One should always listen closely when people say goodbye because sometimes they're, they're really saying farewell."

"I suppose that I should thank you on behalf of the company - and I know that I'm grateful to you for your applause. But I must tell you that I don't deserve it. I'm not responsible for what happened on this stage tonight. The person you should be applauding died a few hours ago. A young and brilliant actress who could no longer find a spot in the theater, and it was for her more than for anyone else that I was able to go on. And I hope that wherever she is, she knows and understands and forgives."

"[to Jean] You may as well go to perdition in ermine. You're sure to come back in rags."

"Andrea Leeds - Kaye Hamilton"

"The gaiety...glamour...foolishness and fun of showbusiness...played on the Great White Way"

"Samuel S. Hinds - Henry Sims"

"Phyllis Kennedy - Hattie"

"Lucille Ball - Judy Canfield"

"Pierre Watkin - Richard Carmichael"

"William Corson - Bill"

"Grady Sutton - "Butch""

"Franklin Pangborn - Harcourt"

"Frank Reicher - Stage Director"

"Jack Carson - Mr. Milbanks"

"Greg Baldwin — Dutch Zweistrong"

"John Bluthal — Herbert Marcuse"

"Clancy Brown — Gracchus"

"Robert Picardo — Rabbi"

"Fisher Stevens — a Communist screenwriter"

"Dolph Lundgren (uncredited) — Soviet submarine commander"

"Alex Karpovsky — Mr. Smitrovich"

"Fred Melamed — Fred"

"Patrick Fischler — Benedict"

"Ian Blackman — Cuddahy"

"Robert Trebor — producer of Hail, Caesar!"

"David Krumholtz — Herschel"

"Geoffrey Cantor — Sid Siegelstein"

"Allan Havey — Protestant Clergyman"

"Wayne Knight — Communist operative who kidnaps Baird Whitlock."

"Jonah Hill — Joseph Silverman"

"Heather Goldenhersh — Natalie"

"Veronica Osorio — Carlotta Valdez"

"Max Baker — John Howard Hermann"

"Emily Beecham — Dierdre"

"Tilda Swinton — Thora and Thessaly Thacker"