Lilly 'Queenie' Turner Dixon
Ruth Chatterton
Bob Chandler
George Brent
Mrs. Turner
Margaret Seddon
Hazel
Mae Busch
Earle Yokum (uncredited)
Irving Bacon
Man in Carnival Audience (uncredited)
Jack Baxley
Don Brodie
Diner Counterman (uncredited)
Heinie Conklin
Hotel Porter (uncredited)
Frank Darien
Doctor (uncredited)
Gordon De Main
Minister at Wedding (uncredited)
Neal Dodd
Fat Lady in Doc McGill's Audience (uncredited)
June Gittelson
David 'Dave' Dixon
Frank McHugh
Wedding Guest (uncredited)
Harrison Greene
Western Union Boy (uncredited)
Ben Hall
Mrs. Durkee (uncredited)
Mayo Methot
Honest Druggist (uncredited)
William V. Mong
Man at Carnival (uncredited)
William J. O'Brien
Delivery Boy (uncredited)
Spec O'Donnell
Wedding Guest Calling for Bride (uncredited)
Florence Roberts
Detective with Warrant (uncredited)
Guy Usher
William Wagner
Mrs. Flint - Cook at Wedding (uncredited)
Kathrin Clare Ward
Doc Peter McGill
Guy Kibbee
Mother of Girl Admiring Rex (uncredited)
Lucille Ward
Man in Sam's Tent (uncredited)
Tammany Young
Fritz 'Heinie'
Robert Barrat
Edna Yokum
Ruth Donnelly
Mrs. Bessie 'Ma' McGill
Marjorie Gateson
Rex Durkee
Gordon Westcott
Sam Waxman
Arthur Vinton
Dr. Hawley
Grant Mitchell
Costume Design
Orry-Kelly
Director
William A. Wellman
Screenplay
Gene Markey
Theatre Play
George Abbott
Kathryn Scola
Editor
James Gibbon
Art Direction
Jack Okey
Director of Photography
James Van Trees
Philip Dunning
Conductor
Leo F. Forbstein