Gene Raymond as William Magee

Margaret Callahan as Mary Norton

Eric Blore as Prof. Harrison Boulton

Grant Mitchell as Thomas Hayden

Moroni Olsen as Mayor Jim Cargen

Erin O'Brien-Moore as Myra Thornhill

Henry Travers as Lem Peters

Walter Brennan as Station Agent

Ray Mayer as Mr. Bland

Erville Alderson as Police Chief Roberts

Murray Alper as Max

Harry Beresford as Elijah Quimby

Emma Dunn as Mrs. Quimby

Philip Morris as Second Deputy (uncredited)

Monte Vandergrift as Deputy (uncredited)

Eduardo Ciannelli as Innkeeper (uncredited)