Stanton Carlisle

Tyrone Power

Dr. Lilith Ritter

Helen Walker

Zeena Krumbein

Joan Blondell

Molly Carlisle

Coleen Gray

Pete Krumbein

Ian Keith

Ezra Grindle

Taylor Holmes

Bruno

Mike Mazurki

Addie Peabody (uncredited)

Julia Dean

McGraw - Final Carnival Owner (uncredited)

Roy Roberts

Jane (uncredited)

Florence Auer

Hoatley - First Carnival Owner (uncredited)

James Flavin

Knife Thrower's Assistant (uncredited)

Bonnie Bannon

Rural Marshal (uncredited)

James Burke

The Geek (uncredited)

George Beranger

Fire Eater

Maurice Navarro

Hobo (uncredited)

Oliver Blake

Maid in Grindle House (uncredited)

June Bolyn

Detective

Leo Z. Gray

Joe - Bellhop (uncredited)

Robert Karnes

Carnival Patron (uncredited)

Chet Brandenburg

Headwaiter

Harry Hays Morgan

Captain

Albin Robeling

Hobo at Stan's Left Hand (uncredited)

George Chandler

Mr. Prescott (uncredited)

Harry Cheshire

Mrs. Prescott / Mrs. S.P. at Spode Room (uncredited)

Marjorie Wood

J.E. Giles - Farmer (uncredited)

Edward Clark

Stage Manager (uncredited)

Clancy Cooper

Waiter (uncredited)

George Davis

Farmer Friend of J.E. Giles (uncredited)

Eddy Waller

Night Club Patron (uncredited)

Sayre Dearing

Charlie

Mike Lally

Worried Mother in Spode Room (uncredited)

Nina Gilbert

Delivery Boy

Hollis Jewell

Woman

Laura Treadwell

Lilith's Friend in Spode Room (uncredited)

Henry Hall

Man in Spode Room

Bill Free

Night Club Patron (uncredited)

Kenner G. Kemp

Man in Spode Room (uncredited)

Max Linder

Hobo (uncredited)

George Lloyd

Friend in Spode Room (uncredited)

Jerry Miley

Husband in Spode Room

Gilbert Wilson

Knife Thrower's Assistant (uncredited)

Laurette Luez

Hobo by Stan's Right Hand (uncredited)

Emmett Lynn

Masseur (uncredited)

Gene Roth

Husband in Spode Room (uncredited)

Wilbur Mack

Bellboy

Charles Flickinger

Sideshow Spectator Wearing Straw Hat (uncredited)

George Magrill

Cab Driver

Al Herman

Carnival Customer (uncredited)

Frank O'Connor

Roustabout (uncredited)

Jack Perry

Roustabout at Final Carnival (uncredited)

Cyril Ring

Roustabout at Final Carnival (uncredited)

Frank J. Scannell

Hoboe

Jack Raymond

Roustabout (uncredited)

Cy Schindell

Radio Announcer

John Wald

Man in Spode Room (uncredited)

Norman Stevens

Night Club Patron (uncredited)

Bert Stevens

Knife Thrower

George Mathews

Man in Spode Room (uncredited)

Rudy Germane

Radio Announcer

Jerry Wald