| Gary Cooper | The Kid |
| Sylvia Sidney | Nan Cooley |
| Paul Lukas | Big Fellow Maskal |
| Guy Kibbee | Pop Cooley |
| William Boyd | McCoy |
| Wynne Gibson | Agnes |
| Betty Sinclair | Pansy |
| Stanley Fields | Blackie |
| Terry Carroll | Women's Prison Inmate (uncredited) |
| Ed LeSaint | Patron at Shooting Gallery (uncredited) |
| Robert Homans | Police inspector |
| Willard Robertson | Detective (uncredited) |
| Hal Price | Patron at Shooting Gallery (uncredited) |
| Ethan Laidlaw | Killer at Prison (uncredited) |
| George Regas | Machine Gunner (uncredited) |
| Bob Kortman | 1st Henchman |
A mobster's daughter leads her boyfriend from the circus into bootlegging.
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