Joan Bennett as Lynn Martin

James Dunn as Smiley Wells

Herbert Mundin as Kingfish Miller

Sammy Cohen as Morris Blitz

Theodore von Eltz as Hubert Wayne

Merna Kennedy as Flo Sandberg

Earle Foxe as John Sandburg

Dave Wengren as Ambrose

J. Carrol Naish as Tommy Monk

Max Wagner as Pete

Walter Catlett as Ned Flynn

Jerry Lester as Jimmy Dante

Toby Wing as Chambermaid

Si Jenks as Medicine Show Spectator

Lee Bailey as Dancer

Bonita Barker as Dancer

Jeanette Bates as Dancer

Wilson Benge as Monk's Barman

Esther Brodelet as Dancer

Theo De Voe as Dancer

Shirley Dunstead as Dancer

Eddie Fetherston as Monk's Stage Manager

Kay Gordon as Dancer

Eddie Gribbon as Max Rigby

Harriette Haddon as Dancer

Philippa Hilber as Dancer

Peaches Jackson as Dancer

Gene James as Pianist

Patsy Lee as Dancer

Jean Malin as Ray Best

Lucille Miller as Dancer

Lucille Porcett as Dancer

Geneva Sawyer as Dancer

John Sheehan as Flynn's Straightman

Will Stanton as Drunk on Train

Bee Stevens as Dancer

Harry Strang as Monk's Henchman

Charles Sullivan as Monk's Henchman

Anita Thompson as Dancer

Ardelle Unger as Dancer

Marion Weldon as Dancer

Lottie Williams as Shopper