Edward G. Robinson as Hank McHenry

Marlene Dietrich as Fay Duval

George Raft as Johnny Marshall

Alan Hale as Jumbo Wells

Frank McHugh as Omaha

Eve Arden as Dolly

Barton MacLane as Smiley Quinn

Ward Bond as Eddie Adams

Walter Catlett as Sidney Whipple

Joyce Compton as Scarlett

Lucia Carroll as Flo

Egon Brecher as Pop Duval

Cliff Clark as Cully

Joseph Crehan as Sweeney

Ben Welden as Al Hurst

Barbara Pepper as Polly

Dorothy Appleby as Wilma

Murray Alper as Lineman (uncredited)

Jean Ames as Thelma (uncredited)

Sam Ash as Midnight Club Patron (uncredited)

Lynn Baggett as Girl (uncredited)

Leah Baird as Mrs. Taylor (uncredited)

Muriel Barr as Model (uncredited)

Diana Barrymore as Girl (uncredited)

Arthur Q. Bryan as Drunk Texan (uncredited)

Joyce Bryant as Mrs. Brewster (uncredited)

Georgia Caine as Head Nurse (uncredited)

Peter Caldwell as Boy Playing Baseball (uncredited)

Nat Carr as 28 Club Waiter (uncredited)

Glen Cavender as Drunk Bounced from Midnight Club (uncredited)

Spencer Chan as Club Patron (uncredited)

Eddy Chandler as Detective in Raid (uncredited)

Chester Clute as Drug Store Clerk (uncredited)

Joe Devlin as Bartender (uncredited)

John Dilson as Jail Clerk (uncredited)

Roland Drew as Citizen Reporting Power Outage (uncredited)

Ralph Dunn as Man Calling Sweeney (uncredited)

Dick Elliott as Drunk Texan (uncredited)

Faye Emerson as Nurse Who Lost Draw (uncredited)

Eddie Fetherston as Power Company Telephone Operator (uncredited)

James Flavin as Orderly About to Give Bath (uncredited)

Charles Fogel as Club Patron (uncredited)

Brenda Fowler as Mrs. Calkin (uncredited)

William Gould as Freeman (uncredited)

Fred Graham as Lineman at Cafe Counter (uncredited)

Carl Harbaugh as Noisy Nash (uncredited)

John Harmon as Benny (uncredited)

Harry Harvey Jr. as Boy Playing Baseball (uncredited)

Al Herman as Power Company Telephone Operator (uncredited)

Herbert Heywood as Charlie (uncredited)

Friedrich Hollaender as Accompanist (uncredited)

Harry Holman as Justice of the Peace (uncredited)

Stuart Holmes as 28 Club Bartender (uncredited)

William Hopper as Power Company Telephone Operator (uncredited)

John Kelly as 28 Club Bouncer (uncredited)

Paul King as Club Patron (uncredited)

Barbara Land as Marilyn (uncredited)

Vera Lewis as Wife of the Justice of the Peace (uncredited)

Audra Lindley as Nurse (uncredited)

Jack 'Tiny' Lipson as Midnight Club Bartender (uncredited)

Al Lloyd as Midnight Club Patron (uncredited)

Frank Mayo as Midnight Club Doorman (uncredited)

Pat McKee as Midnight Club Bouncer (uncredited)

Gayle Mellott as Model (uncredited)

William Newell as Lineman at Cafe Counter (uncredited)

Paul Panzer as 28 Club Bartender (uncredited)

Lee Phelps as Detective in Raid (uncredited)

Jane Randolph as Hat Check Girl (uncredited)

John J. Richardson as Midnight Club Waiter (uncredited)

Bobby Robb as Boy Playing Baseball (uncredited)

Drew Roddy as Boy Playing Baseball (uncredited)

William Royle as Policeman in Raid (uncredited)

Cliff Saum as Man to Call Substation (uncredited)

Jeffrey Sayre as Power Company Telephone Operator (uncredited)

Harry Seymour as Piano Player (uncredited)

Charles Sherlock as Power Company Telephone Operator (uncredited)

Harry Strang as Tommy (Foreman Sent to Line 191) (uncredited)

Robert Strange as Bailsman (uncredited)

Charles Sullivan as Lineman at Cafe Counter (uncredited)

Elliott Sullivan as Lineman at Cafe Counter (uncredited)

Harry Tenbrook as Midnight Club Waiter (uncredited)

Dorothy Vaughan as Mrs. Boyle (uncredited)

Sailor Vincent as Lineman (uncredited)

Nella Walker as Floor Lady (uncredited)

Billy Wayne as Taxi Driver (uncredited)

Dick Wessel as Lineman at Cafe Counter (uncredited)

Joan Winfield as Nurse Holding Baby (uncredited)

Isabel Withers as Head Nurse (uncredited)

Beal Wong as Wing Ling (uncredited)

Virginia Hill as Hat Check Girl (Uncredited)