Tyrone Power as Stanton 'Stan' Carlisle

Helen Walker as Lilith Ritter

Coleen Gray as Molly Carlisle

Joan Blondell as Zeena Krumbein

Taylor Holmes as Ezra Grindle

Mike Mazurki as Bruno

Ian Keith as Pete Krumbein

Roy Roberts as McGraw - Final Carnival Owner (uncredited)

Florence Auer as Jane (uncredited)

Bonnie Bannon as Knife Thrower's Assistant (uncredited)

George Beranger as The Geek (uncredited)

Oliver Blake as Hobo (uncredited)

June Bolyn as Maid in Grindle House (uncredited)

Chet Brandenburg as Carnival Patron (uncredited)

James Burke as Rural Marshal (uncredited)

George Chandler as Hobo at Stan's Left Hand (uncredited)

Harry Cheshire as Mr. Prescott (uncredited)

Edward Clark as J.E. Giles - Farmer (uncredited)

Clancy Cooper as Stage Manager (uncredited)

George Davis as Waiter (uncredited)

Julia Dean as Addie Peabody (uncredited)

Sayre Dearing as Night Club Patron (uncredited)

James Flavin as Hoatley - First Carnival Owner (uncredited)

Nina Gilbert as Worried Mother in Spode Room (uncredited)

Henry Hall as Lilith's Friend in Spode Room (uncredited)

Robert Karnes as Joe - Bellhop (uncredited)

Kenner G. Kemp as Night Club Patron (uncredited)

Max Linder as Man in Spode Room (uncredited)

George Lloyd as Hobo (uncredited)

Laurette Luez as Knife Thrower's Assistant (uncredited)

Emmett Lynn as Hobo by Stan's Right Hand (uncredited)

Wilbur Mack as Husband in Spode Room (uncredited)

George Magrill as Sideshow Spectator Wearing Straw Hat (uncredited)

Jerry Miley as Friend in Spode Room (uncredited)

Frank O'Connor as Carnival Customer (uncredited)

Jack Perry as Roustabout (uncredited)

Cyril Ring as Roustabout at Final Carnival (uncredited)

Gene Roth as Masseur (uncredited)

Frank J. Scannell as Roustabout at Final Carnival (uncredited)

Cy Schindell as Roustabout (uncredited)

Norman Stevens as Man in Spode Room (uncredited)

Bert Stevens as Night Club Patron (uncredited)

Eddy Waller as Farmer Friend of J.E. Giles (uncredited)

Marjorie Wood as Mrs. Prescott / Mrs. S.P. at Spode Room (uncredited)

Rudy Germane as Man in Spode Room (uncredited)