Jean Rogers as Anita Santos

Raymond Walburn as B. Townsend Thayer - The Professor

Marjorie Rambeau as Mamie

Glenn Ford as Joe Riley

Richard Conte as Tony Casselli

Eddie Collins as Bill - Counterman

Ward Bond as Hunk

Irving Bacon as Sheriff Clem Diggers

Kay Linaker as Nurse

Paul E. Burns as Railroad Dispatcher

Alex Chivra as

Nick Copeland as Brakeman

Nigel De Brulier as Russian Priest (uncredited)

Edward Gargan as Truck Driver

Kit Guard as Extra as Hobo

Otto Hoffman as Station Agent

Paul Hurst as Empire State Building Guard

Fred Kelsey as Pete - Railroad Detective

Paul Kruger as Trainman

Jack 'Tiny' Lipson as Extra in Saloon

Mae Marsh as Extra as Empire State Building Tourist

Tom McGuire as Tom - Waiter at Mamie's

Pat McKee as Hobo

George Melford as Hobo

Dave Morris as Farmer

Jack Perry as Hobo (uncredited)

Victor Potel as Ranch Hand

Harry Strang as Trainman

Dorothy Vernon as Dressmaker and Wedding Guest

Billy Wayne as Mike - the Bartender