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| Barbara Stanwyck | Lily Powers |
| George Brent | Courtland Trenholm |
| Donald Cook | Ned Stevens |
| Arthur Hohl | Ed Sipple |
| John Wayne | Jimmy McCoy Jr. |
| Henry Kolker | J.P. Carter |
| Margaret Lindsay | Ann Carter |
| Douglas Dumbrille | Brody |
| Theresa Harris | Chico |
| Alphonse Ethier | Adolf Cragg |
| James Murray | Brakeman (uncredited) |
| Robert Barrat | Nick Powers |
| Renee Whitney | Office worker (uncredited) |
| Nat Pendleton | Stolvich (laborer) (uncredited) |
| Harry Gribbon | Doorman (uncredited) |
| Arthur DeKuh | Lutza (uncredited) |
This film follows the sexual escapades of Lily Powers, the beautiful daughter of a speakeasy owner. Lily's dreary life in Pennsylvania takes a sudden turn when her father is killed in an accident. Unmoved by her father's death, Lily, along with friend Chico, jumps on a freight train and seduces a worker to avoid being arrested. Now in New York City, Lily uses her beauty and sexual prowess to seduce a string of successful men as she works her way to the top.
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