Barbara Stanwyck as Joan Gordon Gilson

George Brent as Jim Gilson

Lyle Talbot as Eddie Fields

Hardie Albright as Don Leslie

David Landau as Bull McDowell

Murray Kinnell as Spike Forgan

Leila Bennett as Emily

Anne Shirley as Sarah Tipton (uncredited)

Mae Busch as Train Passenger Queenie (uncredited)

Mike Donlin as Shivaree Attendee Tom Buchanan (uncredited)

John 'Skins' Miller as Accordion Player Skins (uncredited)

Carlyle Moore Jr. as Hotel Desk Clerk (uncredited)

Harry 'Snub' Pollard as Harmonica Player Joe Atterbury (uncredited)

Jed Prouty as Elks Crossing Jeweler (uncredited)

Henry Roquemore as First Man Joan Sings To (uncredited)

Lucille Ward as Justice of the Peace's Wife (uncredited)

Adele Watson as Mrs. Sarah Tipton (uncredited)

Clarence Wilson as Justice of the Peace Elmer (uncredited)