Jack Holt

Buck Rankin

Jean Arthur

Sandy

Donald Cook

Bob

Allen Jenkins

Mac

Lila Lee

Helen

John Miljan

Barney Gaige

Rita La Roy

Thelma

Oscar Apfel

Editor

Willard Robertson

Morrison

Ward Bond

Farley

Ernie Adams

Ben (uncredited)

Max Barwyn

Headwaiter (uncredited)

Brooks Benedict

Reporter (uncredited)

Eddie Borden

Annoyed Carnival Customer (uncredited)

James Bradbury Jr.

Small Town Nance at Carnival (uncredited)

Gino Corrado

Tony (uncredited)

Broderick Crawford

Guard Outside Paradise Club (uncredited)

James Dime

Carnival Brawl Victim (uncredited)

Phil Dunham

John (uncredited)

Al Hill

Spike (uncredited)

Earle Hodgins

Carnival Barker (uncredited)

Kenner G. Kemp

Nightclub Patron (uncredited)

Nelson McDowell

Townsman at Carnival (uncredited)

Frank O'Connor

Sheriff (uncredited)

Blanche Payson

John’s Henpecking Wife (uncredited)

Hal Price

Traffic Cop (uncredited)

Jerome Storm

Reporter (uncredited)

Harry Strang

Taxicab Driver (uncredited)

Lillian West

Nurse (uncredited)

Harry Wilson

Carnival Customer in Brawl (uncredited)