Wallace Beery as Captain Boss Starkey

Robert Taylor as Blake Cantrell

Florence Rice as Susan Griffith

Helen Broderick as Amanda Griffith

Charles Bickford as Arnold

Barton MacLane as Crowder

Charley Grapewin as 'Old Puff'

John Qualen as Davy

Robert Gleckler as Sheriff Barney

Clinton Rosemond as Enoch

Cy Kendall as Foreman Ross

Paul Everton as Allan

Claudia Morgan as Carolyn Talbot

Robert Middlemass as Harkrider

Jonathan Hale as Colonel Webb

Erville Alderson as Mr. Wyatt, Blake's Neighbor

Harry Allen as Baltimore & Ohio Engineer

Sam Ash as Second Teamster

Hooper Atchley as Fox Hunt Guest

Trevor Bardette as Mob Leader

Clem Bevans as Bum in jail

Everett Brown as Big Black Man Breaking Bottle

Harry Cording as Bullet Line Blacksmith

Sidney D'Albrook as Deputy

Frank Darien as Mr. Daniels, Cumberland Hotel

John Dilson as Auctioneer

Al Ferguson as First Teamster

Jack Grey as Stage Passenger

Henry Hastings as Old Black Man

Edward Hearn as Joe, Arnold's Henchman

John Ince as Man at Auction

Frank Jaquet as Bluebird Bartender

Edward Keane as Donnelly

James Kilgannon as Baltimore & Ohio Fireman

Mitchell Lewis as Sport, Cheating Gambler

Theodore Lorch as Henchman

Murdock MacQuarrie as Engineer

Claire McDowell as Woman

Ted Oliver as Cochran, Deputy Marshal

George Ovey as Conductor

Victor Potel as Coach Driver

Hal Price as Deputy

Syd Saylor as Gambling Stooge

Walter Soderling as Coach Passenger

Louise Springer as Violet, Enoch's Wife

Harry Strang as Deputy Thomas

Margaret Tallichet as Fox Hunt Guest

William Tannen as Lewis, Arnold's Henchman

Forrest Taylor as Townsman

Eddy Waller as Conductor

Minor Watson as U.S. Marshal Cole

Ben Welden as Foreman

Selmer Jackson as Whittingham P. Talbot

Lee Tung Foo as Chinese cook

George Cooper as