Loretta Young as Annie Morgan

Robert Preston as Steve Lewis

Edward Arnold as James 'Jim' Cork

Frank Craven as Hank Foreman

Gladys George as Elsie

Jessie Ralph as Mrs. McGuinness

Stanley Fields as Jerry Stover

Willie Best as George

Samuel S. Hinds as Governor Howard

Spencer Charters as Dr. McGuinness

Clare Verdera as Mrs. Matthews

Al Bridge as Mr. Matthews

Charles Williams as Clerk

Erville Alderson as Ike Fairchild

Emmett Vogan as Stanton

Roger Imhof as Uncle Bill

William B. Davidson as Nye Dunbar

James Kirkwood as Politician

Wade Boteler as Turk

Iris Adrian as Chorus Girl

Charles T. Aldrich as Leo, Cork's Henchman

Richard Alexander as Henchman

Griff Barnett as Cork Supporter

Ted Billings as Man at Auction

Gladys Blake as Chorus Girl

Stanley Blystone as Bit Role

Tex Cooper as Extra

Harry Cording as Mike, Cork's Henchman

Jeff Corey as Reporter

Kernan Cripps as Stagehand

John Dilson as Special Prosecutor Fitzpatrick

Ralph Dunn as Mayor Barney Davies, Cork's Henchman

Joseph Eggenton as Judge Henry C. Tribble

Slim Gaut as Townsman

Dorothy Granger as Myrtle

Charles Halton as Judge

Herbert Heywood as Bit Role

Esther Howard as Landlady

Payne B. Johnson as School Boy

Phyllis Kennedy as Miss Dunbar

Ethan Laidlaw as Saloon Waiter

Marion Martin as Gertie

Matt McHugh as Reporter on Train

Robert Milasch as Barfly

Frank Mills as Saloon Waiter

Sue Moore as Kate, Chorus Girl

Emory Parnell as Crowley

Sally Payne as Chorus Girl

Victor Potel as Lem

Lorin Raker as Governor's Aide

Charles Ray as Bit Role

Joe Sawyer as Sheriff 'Noisy' Burkett, Henchman

Harry Seymour as Professor

Kathryn Sheldon as Bit Role

Harry Tenbrook as Bartender

Delmar Watson as Toothless Boy

June Wilkins as Chorus Girl

Harry Woods as Assessor Mitch Harrigan