Stanton 'Stan' Carlisle
Tyrone Power
Lilith Ritter
Helen Walker
The Geek (uncredited)
George Beranger
Hobo (uncredited)
Oliver Blake
Maid in Grindle House (uncredited)
June Bolyn
Carnival Patron (uncredited)
Chet Brandenburg
Rural Marshal (uncredited)
James Burke
Hobo at Stan's Left Hand (uncredited)
George Chandler
Mr. Prescott (uncredited)
Harry Cheshire
J.E. Giles - Farmer (uncredited)
Edward Clark
Stage Manager (uncredited)
Clancy Cooper
Waiter (uncredited)
George Davis
Molly Carlisle
Coleen Gray
Addie Peabody (uncredited)
Julia Dean
Night Club Patron (uncredited)
Sayre Dearing
Hoatley - First Carnival Owner (uncredited)
James Flavin
Worried Mother in Spode Room (uncredited)
Nina Gilbert
Lilith's Friend in Spode Room (uncredited)
Henry Hall
Joe - Bellhop (uncredited)
Robert Karnes
Kenner G. Kemp
Man in Spode Room (uncredited)
Max Linder
George Lloyd
Knife Thrower's Assistant (uncredited)
Laurette Luez
Zeena Krumbein
Joan Blondell
Hobo by Stan's Right Hand (uncredited)
Emmett Lynn
Husband in Spode Room (uncredited)
Wilbur Mack
Sideshow Spectator Wearing Straw Hat (uncredited)
George Magrill
Friend in Spode Room (uncredited)
Jerry Miley
Carnival Customer (uncredited)
Frank O'Connor
Roustabout (uncredited)
Jack Perry
Roustabout at Final Carnival (uncredited)
Cyril Ring
Masseur (uncredited)
Gene Roth
Frank J. Scannell
Cy Schindell
Ezra Grindle
Taylor Holmes
Norman Stevens
Bert Stevens
Farmer Friend of J.E. Giles (uncredited)
Eddy Waller
Mrs. Prescott / Mrs. S.P. at Spode Room (uncredited)
Marjorie Wood
Rudy Germane
Bruno
Mike Mazurki
Pete Krumbein
Ian Keith
McGraw - Final Carnival Owner (uncredited)
Roy Roberts
Jane (uncredited)
Florence Auer
Bonnie Bannon
Screenplay
Jules Furthman
Executive Producer
Darryl F. Zanuck
Director
Edmund Goulding
Producer
George Jessel
Editor
Barbara McLean
Makeup Artist
Ben Nye
Novel
William Lindsay Gresham
Art Direction
J. Russell Spencer
Director of Photography
Lee Garmes
Music
Cyril J. Mockridge
Lyle R. Wheeler
Set Decoration
Thomas Little
Costume Design
Bonnie Cashin
Sound Designer
Roger Heman Sr.
E. Clayton Ward