Myrna Loy as Belle Mercer

Max Baer as Steve Morgan

Primo Carnera as Carnera

Jack Dempsey as Promoter

Walter Huston as Edwin J. Bennett ("The Professor")

Otto Kruger as Willie Ryan

Vince Barnett as Bugsie

Robert McWade as Adopted Son

Muriel Evans as Linda

Jean Howard as Show Girl

Cora Sue Collins as Farmer's Daughter (uncredited)

Dennis O'Keefe as Nightclub Patron (uncredited)

Jack Pennick as Bar Patron #6 (uncredited)

Matt McHugh as Professor's Drinking Buddy (uncredited)