| Sterling Hayden | Johnny Clay |
| Coleen Gray | Fay |
| Vince Edwards | Val Cannon |
| Jay C. Flippen | Marvin Unger |
| Marie Windsor | Sherry Peatty |
| Joe Sawyer | Mike O'Reilly |
| Ted de Corsia | Randy Kennan (as Ted DeCorsia) |
| Elisha Cook Jr. | George Peatty (as Elisha Cook) |
| Timothy Carey | Nikki Arcane (as Tim Carey) |
Career criminal Johnny Clay recruits a sharpshooter, a crooked police officer, a bartender and a betting teller named George, among others, for one last job before he goes straight and marries his fiancee, Fay . But when George tells his restless wife, Sherry, about the scheme to steal millions from the racetrack where he works, she hatches a plot of her own.