Dane Clark as Danny Hawkins

Gail Russell as Gilly Johnson

Ethel Barrymore as Grandma

Allyn Joslyn as Clem Otis

Rex Ingram as Mose

Harry Morgan as Billy Scripture

David Street as Ken Williams

Selena Royle as Aunt Jessie

Harry Carey, Jr. as Jimmy Biff

Irving Bacon as Judd Jenkins

Lloyd Bridges as Jerry Sykes

Houseley Stevenson as Uncle Joe Jingle

Phil Brown as Elmer - Soda Jerk

Harry Cheshire as J.B. Sykes

Lila Leeds as Julie

Virginia Mullen as Miss Simpkins

Oliver Blake as Ed Conlon

Tom Fadden as Homer Blackstone

Charles Lane as Mr. Chandler

Clem Bevans as Coroner

George Backus as

William A. Boardway as

Bill Borzage as

Johnny Calkins as

Donald Chaffin as

Jimmy Crane as

Roy Damron as

John Harmon as

Jimmy Hawkins as

Timmy Hawkins as

Robert "Buzz" Henry as

Bob Hoffman as

Shep Houghton as

Tommy Ivo as

Jimmy Kelly as

Harry Lauter as

Linda Lombard as

Casey MacGregor as

Doreen McCann as

Joel McGinnis as

Lee Miller as

Monte Montague as

Frank O'Connor as

Stephen Peck as

Ed Rees as

Amzie Strickland as

Candy Toxton as

Archie Twitchell as

Helen Wallace as

Renee Donatt as Ticket Seller (uncredited)