Clive Brook

as Drake Norris

Charles 'Buddy' Rogers

as Laurie Roberts

Richard Arlen

as Joe Hart

Fay Wray

as Kay Roberts

Jean Arthur

as Beatrice Stevens

Francis McDonald

as The Weasel

Harold Goodwin

as 'Madame X'

Syd Saylor

as Red

Lawrence LaMarr

as Tom

Sheila Bromley

as Madge - Madame X's Girlfriend (uncredited)

G. Pat Collins

as Motorcycle Officer (uncredited)

Gordon De Main

as Detective (uncredited)

Claire Dodd

as Party Guest (uncredited)

Robert Homans

as Chief of Police (uncredited)

Payne B. Johnson

as Baby (uncredited)

Edward LeSaint

as Prison Warden (uncredited)

Wilbur Mack

as Frank - District Attorney (uncredited)

Guy Oliver

as Prison Turnkey (uncredited)

Bob Perry

as Baldy (uncredited)

Hal Price

as Detective (uncredited)

Willard Robertson

as Police Desk Sergeant (uncredited)