Alice Faye as June Mills

Dana Andrews as Eric Stanton

Linda Darnell as Stella

Charles Bickford as Mark Judd

Anne Revere as Clara Mills

Bruce Cabot as Dave Atkins

John Carradine as Professor Madley

Percy Kilbride as Pop

Dorothy Adams as Stella's Downstairs Neighbor (uncredited)

Robert Adler as Coroner at Murder Scene (uncredited)

Herbert Ashley as Reporter (uncredited)

Matthew Beard as Shoeshine Boy (uncredited)

Chet Brandenburg as Man in Drug Store (uncredited)

Betty Boyd as Bank Clerk (uncredited)

Paul E. Burns as News Vendor (uncredited)

Jimmy Conlin as Walton Hotel Clerk (uncredited)

Chick Collins as Second Bus Driver (uncredited)

Franklyn Farnum as Man Leaving Drugstore (uncredited)

Gus Glassmire as San Francisco Hotel Clerk (uncredited)

William Haade as First Bus Driver (uncredited)

Dick Haymes as Himself - JukeBox Vocalist (voice) (uncredited)

Olin Howland as Joe Ellis (uncredited)

Adele Jergens as Woman at Madley's Show (uncredited)

Tiny Jones as Woman at Madley's Show (uncredited)

J. Farrell MacDonald as Bank Guard (uncredited)

George Magrill as Cop at Murder Scene (uncredited)

Leila McIntyre as Bank Clerk (uncredited)

Mira McKinney as Mrs. Judd (uncredited)

Frank McLure as Passerby on Street (uncredited)

Dave Morris as Reporter (uncredited)

Horace Murphy as Sheriff (uncredited)

William H. O'Brien as Bus Passenger (uncredited)

Frank O'Connor as Man at Madley's Show (uncredited)

Broderick O'Farrell as Policeman (uncredited)

Garry Owen as Waiter (uncredited)

Paul Palmer as Detective (uncredited)

Harry Strang as Policeman (uncredited)

Brick Sullivan as Honky Tonk Dance Customer (uncredited)

Hal Taggart as Man at Madley's Show (uncredited)

Hal Taliaferro as Officer Gus Johnson (uncredited)

Max Wagner as Bartender (uncredited)

Martha Wentworth as Hotel Maid (uncredited)