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