Clark Gable as Blackie Norton

Jeanette MacDonald as Mary Blake

Spencer Tracy as Father Tim Mullin

Jack Holt as Jack Burley

Jessie Ralph as Mrs. Maisie Burley

Ted Healy as Mat

Shirley Ross as Trixie

Margaret Irving as Della Bailey

Harold Huber as 'Babe'

Edgar Kennedy as Sheriff

Al Shean as Professor

William Ricciardi as Signor Baldini

Kenneth Harlan as 'Chick'

Roger Imhof as 'Alaska'

Charles Judels as Tony

Russell Simpson as 'Red' Kelly

Bert Roach as Freddie Duane

Warren Hymer as Hazeltine

Adrienne D'Ambricourt as Madame Albani (uncredited)

Gertrude Astor as Drunk's Girl (uncredited)

Irving Bacon as Picnicker (uncredited)

King Baggot as Earthquake Survivor (uncredited)

Margaret Bert as Salvation Army Nurse (uncredited)

Sidney Bracey as Burley's Butler Allen (uncredited)

G. Pat Collins as Bartender (uncredited)

Nigel De Brulier as Earthquake Survivor (uncredited)

Vernon Dent as Fat Man (uncredited)

Tom Dugan as Drunk (uncredited)

John George as Custodian at Blackie Norton's (uncredited)

D.W. Griffith as Orchestra Conductor (uncredited)

Bronislau Kaper as Conductor (uncredited)

Frank Mayo as Dealer (uncredited)

Tom McGuire as Bartender (uncredited)

John 'Skins' Miller as Man on Stretcher (uncredited)

James Murray as Earthquake Survivor (uncredited)

William H. O'Brien as Waiter at Chicken's Ball (uncredited)

Dennis O'Keefe as New Year's Celebrant (uncredited)

Lillian Rich as Nun (uncredited)

William Ripley Dorr as Choir (uncredited)

Jason Robards Sr. as Father (uncredited)

Frank Sheridan as Founders' Club Member (uncredited)

Harry Strang as Soldier (uncredited)

Ben Taggart as Cop (uncredited)

Dorothy Vernon as New Years Eve Reveler (uncredited)

Rosemary Theby as Earthquake Survivor (uncredited)

Madame Sul-Te-Wan as Earthquake Survivor (Uncredited)