Jean Harlow as Hattie

Spencer Tracy as Dutch

Una Merkel as Lil

Joseph Calleia as Nick

Victor Kilian as 'Flytrap'

Mickey Rooney as Jimmy

J. Farrell MacDonald as 'Brains'

Roger Imhof as 'Pops'

Juanita Quigley as Rosie

Paul Hurst as Belcher

Vince Barnett as Lew

Dorothy Appleby as Gertie

Judith Wood as Mabel

Arthur Housman as 'Ratsy'

Wade Boteler as Bert

Joe Phillips as Al

William Newell as Pete

Al Hill as 'Speed'

Helen Flint as Sadie

Lillian Harmer as Mrs. McCall

Bob Perry as 'Lefty'

George Givot as Markis

Helene Costello as Maizie

Rafaela Ottiano as Matron (as Rafaelo Ottiano)

John George as Fisherman (uncredited)