Jack Holt as Buck Rankin

Jean Arthur as Sandy

Donald Cook as Bob

Allen Jenkins as Mac

Lila Lee as Helen

John Miljan as Barney Gaige

Rita La Roy as Thelma

Oscar Apfel as Editor

Willard Robertson as Morrison

Ward Bond as Farley

Ernie Adams as Ben (uncredited)

Lowden Adams as Davis (uncredited)

Maidena Armstrong as Fat Lady in Carnival (uncredited)

Max Barwyn as Headwaiter (uncredited)

Jack Baxley as Carnival Barker (uncredited)

Brooks Benedict as Reporter (uncredited)

Eddie Borden as Annoyed Carnival Customer (uncredited)

Harry Brown as Chauffeur (uncredited)

James Bradbury Jr. as Small Town Nance at Carnival (uncredited)

Edward Cecil as Waiter (uncredited)

Gino Corrado as Tony (uncredited)

Broderick Crawford as Guard Outside Paradise Club (uncredited)

Jack Curtis as Policeman (uncredited)

Bud Davies as Contortionist at Carnival (uncredited)

James Dime as Carnival Brawl Victim (uncredited)

Phil Dunham as John (uncredited)

Margaret Ehrlich as Bashful Girl (uncredited)

Rosita Foucher as Telephone Operator (uncredited)

Harrison Greene as Carnival Barker (uncredited)

Jolly Lee Harvey as Fat Lady at Carnival (uncredited)

A.R. Haysel as Warden J.R. Mackenzie (uncredited)

Lottie Hildebrand as Small Town Woman at Carnival (uncredited)

Al Hill as Spike (uncredited)

Earle Hodgins as Carnival Barker (uncredited)

Kenner G. Kemp as Nightclub Patron (uncredited)

Rosalie Lincoln as Maid (uncredited)

Nelson McDowell as Townsman at Carnival (uncredited)

Charles McMurphy as Policeman (uncredited)

Lu Ann Meredith as Bashful Girl (uncredited)

Tony Merlo as Waiter (uncredited)

Frank O'Connor as Sheriff (uncredited)

Blanche Payson as John’s Henpecking Wife (uncredited)

Hal Price as Traffic Cop (uncredited)

Jack Raymond as Carnival Vendor (uncredited)

Ed Schaefer as Policeman (uncredited)

Jerome Storm as Reporter (uncredited)

Harry Strang as Taxicab Driver (uncredited)

John M. Sullivan as Judge (uncredited)

Richard Sumner as Clerk (uncredited)

Ethel Sykes as Girl at Duke’s Table (uncredited)

Billie Van Every as Girl at Duke’s Table (uncredited)

Monte Vandergrift as Prison Guard (uncredited)

Lillian West as Nurse (uncredited)

Harry Wilson as Carnival Customer in Brawl (uncredited)