| Wallace Beery | 'Machine Gun' Butch Schmidt |
| Chester Morris | John 'Morg' Morgan, alias John Everett |
| Robert Montgomery | Kent Marlowe |
| Lewis Stone | Warden James Adams |
| Leila Hyams | Anne Marlowe (sister) |
| George F. Marion | Pop Riker (guard) |
| J.C. Nugent | Mr. Marlowe |
| Karl Dane | Olsen |
| De Witt Jennings | Capt. Wallace |
| Matthew Betz | Gopher (gardener/inmate) |
| Claire McDowell | Mrs. Marlowe |
| Robert Emmett O'Connor | Sergeant Donlin (policeman) |
| Tom Wilson | Sandy (guard) |
| Eddie Foyer | Dopey |
| Roscoe Ates | Putnam |
| Fletcher Norton | Oliver (sinister inmate) |
| Adolph Seidel | Prison Barber (uncredited) |
| Eddie Lambert | Bit Part (uncredited) |
| Michael Vavitch | Bit Part (uncredited) |
After being convicted of manslaughter, drunk driver Kent Marlowe is inducted into the rigors of prison life. He befriends fellow cons ''Machine Gun'' Butch Schmidt and John Morgan . Together they bristle at the prison's deplorable conditions and especially the inhumane policies of their cruel warden . Rising tensions culminate in a prison riot that may shake the institution to its core.
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