Tyrone Power
Stanton 'Stan' Carlisle

Helen Walker
Lilith Ritter

Coleen Gray
Molly Carlisle

Joan Blondell
Zeena Krumbein

Taylor Holmes
Ezra Grindle

Mike Mazurki
Bruno

Ian Keith
Pete Krumbein

Roy Roberts
McGraw - Final Carnival Owner (uncredited)

Florence Auer
Jane (uncredited)

Bonnie Bannon
Knife Thrower's Assistant (uncredited)

George Beranger
The Geek (uncredited)

Oliver Blake
Hobo (uncredited)

Chet Brandenburg
Carnival Patron (uncredited)

James Burke
Rural Marshal (uncredited)

George Chandler
Hobo at Stan's Left Hand (uncredited)

Harry Cheshire
Mr. Prescott (uncredited)

Clancy Cooper
Stage Manager (uncredited)

George Davis
Waiter (uncredited)

Julia Dean
Addie Peabody (uncredited)

Sayre Dearing
Night Club Patron (uncredited)

James Flavin
Hoatley - First Carnival Owner (uncredited)

Henry Hall
Lilith's Friend in Spode Room (uncredited)

Robert Karnes
Joe - Bellhop (uncredited)

Kenner G. Kemp
Night Club Patron (uncredited)

George Lloyd
Hobo (uncredited)

Laurette Luez
Knife Thrower's Assistant (uncredited)

Emmett Lynn
Hobo by Stan's Right Hand (uncredited)

Wilbur Mack
Husband in Spode Room (uncredited)

George Magrill
Sideshow Spectator Wearing Straw Hat (uncredited)

Jerry Miley
Friend in Spode Room (uncredited)

Frank O'Connor
Carnival Customer (uncredited)

Jack Perry
Roustabout (uncredited)

Cyril Ring
Roustabout at Final Carnival (uncredited)

Gene Roth
Masseur (uncredited)

Frank J. Scannell
Roustabout at Final Carnival (uncredited)

Cy Schindell
Roustabout (uncredited)

Bert Stevens
Night Club Patron (uncredited)

Eddy Waller
Farmer Friend of J.E. Giles (uncredited)

Marjorie Wood
Mrs. Prescott / Mrs. S.P. at Spode Room (uncredited)