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

Matthew Beard as Shoeshine Boy

Jimmy Conlin as Walton Hotel Clerk

Olin Howland as Joe Ellis (uncredited)

Franklyn Farnum as Man Leaving Drugstore (uncredited)

William Haade as First Bus Driver (uncredited)

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

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

J. Farrell MacDonald as Bank Guard (uncredited)

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

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

Brick Sullivan as Honky Tonk Dance Customer (uncredited)

Hal Taliaferro as Officer Gus Johnson (uncredited)

Max Wagner as Bartender (uncredited)

Martha Wentworth as Hotel Maid (uncredited)

Robert Adler as Coroner at Murder Scene (uncredited)

Herbert Ashley as Reporter (uncredited)

Betty Boyd as Bank Clerk (uncredited)

Chet Brandenburg as Man in Drug Store (uncredited)

Paul E. Burns as News Vendor (uncredited)

Chick Collins as Second Bus Driver (uncredited)

Gus Glassmire as San Francisco Hotel Clerk (uncredited)

Tiny Jones as Woman at Madley's Show (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)

Broderick O'Farrell as Policeman (uncredited)

Garry Owen as Waiter (uncredited)

Paul Palmer as Detective (uncredited)

Harry Strang as Policeman (uncredited)

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