* Robert Preston as Baby Face Morgan
* Virginia Bruce as Nancy Lane
* Evelyn Keyes as Helen
* John Qualen as Joe
* Charles Trowbridge as "Pop"
* Henry Travers as Mr. Lane
The film also featured:
* Donald MacBride as Big Jim
* Cy Kendall as Mr. Peters
* Mantan Moreland as the Pullman Porter (uncredited)
* Byron Foulger as the Detective (uncredited)
This was the last film in which Virginia Bruce and Robert Preston appeared together before her death later that year.