Pat O'Brien as Capt. Stephen Jameson

Humphrey Bogart as Joe 'Red' Kennedy

Ann Sheridan as May

Barton MacLane as Lt. Druggin

Joe Sawyer as 'Sailor Boy' Hansen

Veda Ann Borg as Helen

Archie Robbins as Mickey Callahan

Joe King as Warden Taylor

Gordon Oliver as Captain

Garry Owen as Dopey

Marc Lawrence as Venetti

Emmett Vogan as Lieutenant

William Pawley as Convict

Al Hill as Convict

Max Wagner as Prison Runner

Ernie Adams as Fink

George Beranger as Lorenz Review Headwaiter

Michael Stark as

Gino Corrado as Lorenz Review Waiter (uncredited)

Frank Faylen as Convict Envying Hoffman (uncredited)

Pat Flaherty as Cop Clearing May (uncredited)

Sol Gorss as Clerk (uncredited)

Herbert Heywood as Pop (uncredited)

Frank Orth as Convict in Bunkhouse (uncredited)

Elliott Sullivan as Convict (uncredited)

Dick Wessel as Trusty (uncredited)

Robert J. Wilke as Young Convict in Yard (uncredited)

Jack Wise as Convict in Fight (uncredited)

Doc Stone as Convict (uncredited)