|Warren William||Robert Kirkwood|
|Joan Blondell||Mary Keaton|
|Ann Dvorak||Vivian Revere as a Child|
|Bette Davis||Ruth Wescott|
|Lyle Talbot||Michael Loftus|
|Grant Mitchell||Mr. Gilmore|
|Glenda Farrell||Mrs. Black|
Mary, Vivian and Ruth are old friends who do some catching up after a chance meeting. Of the three women, Vivian, who married successful lawyer Robert, seems to have the most glamourous life. Vivian really isn't satisfied, though, and she soon deserts Robert and her son for Mike, a mobster. Before long, Vivian is hooked on drugs, and Mike needs cash -- so the gangster decides to kidnap Vivian's own son for ransom.