Sylvia Sidney as Joan Graham

Henry Fonda as Eddie Taylor

Barton MacLane as Stephen Whitney

Jean Dixon as Bonnie Graham

William Gargan as Father Dolan

Jerome Cowan as Dr. Hill

Charles 'Chic' Sale as Ethan

Margaret Hamilton as Hester

Warren Hymer as Buggsy

Guinn "Big Boy" Williams as Rogers

John Wray as Warden Wheeler

Walter De Palma as Monk Mendall (uncredited)

Ward Bond as Casey - Guard (uncredited)

Jack Carson as Attendant in First Gas Station

Shirley Coates as Ethel (uncredited)

Dick Elliott as Newspaper Editor (uncredited)

Jonathan Hale as District Attorney (uncredited)

Ethan Laidlaw as Tommy, a Prison Guard (uncredited)

Franklyn Farnum as Plainclothesman (uncredited)

James Flavin as State Trooper (uncredited)

Chuck Hamilton as Armored Car Guard Unloading Money (uncredited)

Earl Askam as Corridor Guard (uncredited)

Hooper Atchley as Teletype Operator (uncredited)

Stanley Blystone as Rafferty - Guard (uncredited)

Wade Boteler as Pat - Policeman with Package (uncredited)

Al Bridge as Guard (uncredited)

Don Brodie as Compositor (uncredited)

Raymond Brown as Engineer (uncredited)

George Burton as Convict Waiter (uncredited)

Jack Cheatham as Prison Hospital Guard (uncredited)

Russ Clark as Officer (uncredited)

David Clyde as Fireman (uncredited)

Harry Cording as Guard (uncredited)

Hal Craig as Bank Guard (uncredited)

Edgar Dearing as State Trooper Firing Machine Gun (uncredited)

Mary Anne Durkin as Warden's 14-Year-Old Daughter (uncredited)

Malcolm Graham as Warden's Secretary (uncredited)

Frank Hagney as Plainclothesman (uncredited)

Al K. Hall as Man in Auto Court Office (uncredited)

Ben Hall as Messenger with Package (uncredited)

Oscar 'Dutch' Hendrian as Williams' Assistant (uncredited)

Jack Herrick as Convict Watching Baseball Game (uncredited)

Herbert Heywood as Brakeman in Diner (uncredited)

Al Hill as Attendant in Second Gas Station (uncredited)

Stanley King as Convict (uncredited)

Stanley Mack as Male Nurse (uncredited)

Wally Maher as Attendant in Second Gas Station (uncredited)

Frank Mills as Man Telling Eddie of Phone Call (uncredited)

Ted Oliver as State Trooper (uncredited)

William Pawley as Mr. Williams (uncredited)

Lee Phelps as Corridor Guard (uncredited)

James Pierce as Guard (uncredited)

Lon Poff as Halsey (uncredited)

Stanley Price as Sparks - Man in Diner (uncredited)

Mickey Rentschler as Ten-Year-Old Boy (uncredited)

William Ruhl as Guard (uncredited)

Allen D. Sewall as Chess-Playing Convict (uncredited)

Robert St. Angelo as Corridor Guard (uncredited)

Amzie Strickland as Young Woman (uncredited)

Henry Taylor as Kozderonas - Apple Vendor (uncredited)

Monte Vandergrift as Traffic Policeman (uncredited)

Max Wagner as Dan - Corridor Guard (uncredited)

Kathrin Clare Ward as Blonde Cook in Diner (uncredited)

E. Alyn Warren as Prison Chef (uncredited)

Lillian West as Mother (uncredited)

Charles C. Wilson as Police Inspector (uncredited)

Harry Wilson as Convict Watching Baseball Game (uncredited)