Lew Ayres as Michael Rand

Mae Clarke as Ruth Taylor

Boris Karloff as 'Happy' MacDonald

Dorothy Revier as Jill MacDonald

Russell Hopton as Klauss

Hedda Hopper as Mrs. Rand

Clarence Muse as Tim Washington, the Doorman

Dorothy Peterson as Edith Blair

Bert Roach as Tommy

George Raft as Ed Powell

Gene Morgan as Joe

Huntley Gordon as Jim

Robert Emmett O'Connor as The Policeman

Arletta Duncan as Cigarette Girl

Alice Adair as Chorine (uncredited)

Frank Beal as Bit (uncredited)

Louise Beavers as Maid (uncredited)

Billy Bletcher as Nightclub Patron (uncredited)

Sammy Blum as Salesman (uncredited)

Edna Callahan as Chorus Girl (uncredited)

Helene Chadwick as Nightclub Patron (uncredited)

André Cheron as Frenchman from Schenectady (uncredited)

Frankie Farr as Trick Waiter (uncredited)

Byron Foulger as Mr. Baby / Nightclub Patron (uncredited)

Charles Giblyn as Bit (uncredited)

Dorothy Granger as Bit (uncredited)

Greta Granstedt as Blonde (uncredited)

Hal Grayson as Orchestra Leader (uncredited)

Harriet Hagman as Chorine (uncredited)

Mary Halsey as Chorus Girl (uncredited)

Amo Ingraham as Chorine (uncredited)

Jack La Rue as Henchman (uncredited)

Florence Lake as Ms. Smith (uncredited)

Robert Livingston as Nightclub Patron (uncredited)

Geneva Mitchell as Florabelle (uncredited)

Paisley Noon as Clarence (uncredited)

Eddie Phillips as Vaudevillian (uncredited)

Pat Somerset as Guest (uncredited)

Larry Steers as Nightclub Patron (uncredited)

Bee Stevens as Chorine (uncredited)

Tom Tamarez as Gigolo (uncredited)

Ray Turner as Washroom Attendant (uncredited)

Joe Wallace as Bit (uncredited)

John K. Wells as Bit (uncredited)

Harry Woods as Gang Leader (uncredited)