Lew Ayres as Kid Mason

Robert Armstrong as George Regan

Jean Harlow as Rose Mason

John Miljan as Paul H. Lewis

Edward Dillon as Jeff

Mike Donlin as McNeil

Morrie Cohan as Rattler O'Keefe

Mary Doran as Showgirl

Mildred Van Dorn as Gladys DeVere

Ned Sparks as Riley

Sammy Blum as Mandel

Bess Flowers as Party Guest

Claire Whitney as Louise Lewis

Heinie Conklin as Prizefight Second (uncredited)

Tom Kennedy as Bartender (uncredited)

John George as Card Player (uncredited)