Lee Tracy as Nick Burton

Linda Hayes as Helen Hewitt

Raymond Walburn as Bruce Vander

Morgan Conway as James Brent

Truman Bradley as Dr. William 'Bill' Collins

Virginia Vale as May Thomas

Cliff Edwards as Happy

Paul Guilfoyle as Ox

Thurston Hall as Harold Kellogg

Chester Clute as Sidney Keats

Shemp Howard as Professor

Horace McMahon as Sylvester Odgen 'SOS' Schofield (as Horace MacMahon)

Thomas E. Jackson as Warden Tom Hammond

Elliott Sullivan as Tony Brody

Selmer Jackson as Dr. Harry Lindsay

Vinton Hayworth as 'Windy' Windsor (as Jack Arnold)

Brooks Benedict as Reporter (uncredited)

Leo Cleary as Deputy Taking Collins to Prison (uncredited)

Richard Cramer as Guard Finding Keats' Menu (uncredited)

Hal K. Dawson as Mike, a Reporter (uncredited)

Joe Devlin as Vince Connell (uncredited)

John Dilson as Observer at Train Station (uncredited)

Charlie Hall as Cockney Convict Heckler (uncredited)

Kenneth Harlan as Jerry Connell (uncredited)

Eddie Hart as Reporter (uncredited)

Dell Henderson as Dell, Deputy Taking Vander to Prison (uncredited)

Donald Kerr as Prison Library Clerk (uncredited)

Roger Laswell as Guard (uncredited)

Grace Lenard as Marie Brody (uncredited)

Sam Lufkin as Convict (uncredited)

George Magrill as Guard in Yard (uncredited)

Herman Marks as Convict Taunting New Prisoners (uncredited)

Larry McGrath as Visitor's Room Guard (uncredited)

Donald McNamee as Reporter (uncredited)

Frank Mills as Convict Chef Dominick (uncredited)

Bruce Mitchell as Train Conductor (uncredited)

Frank O'Connor as Frank, Prison Guard (uncredited)

Cy Schindell as Red Vernon (uncredited)

John Sheehan as Deputy Taking Keats & Kellogg to Prison (uncredited)

Sammy Stein as Mess Hall Guard (uncredited)

Harry Strang as Convict (uncredited)

Grady Sutton as Jock, Vander's Nephew (uncredited)

Chester Tallman as Guard (uncredited)

Anthony Warde as Max, Convict (uncredited)

Carole Wayne as Wife of SOS (uncredited)

Charles C. Wilson as R.J. Reynolds, Sunday Editor (uncredited)