Characters played by Ruth Chatterton
Lilly 'Queenie' Turner Dixon
Characters played by George Brent
Bob Chandler
Characters played by Frank McHugh
David 'Dave' Dixon
Characters played by Guy Kibbee
Doc Peter McGill
Characters played by Robert Barrat
Fritz 'Heinie'
Characters played by Ruth Donnelly
Edna Yokum
Characters played by Marjorie Gateson
Mrs. Bessie 'Ma' McGill
Characters played by Gordon Westcott
Rex Durkee
Characters played by Arthur Vinton
Sam Waxman
Characters played by Grant Mitchell
Dr. Hawley
Characters played by Margaret Seddon
Mrs. Turner
Characters played by Mae Busch
Hazel
Characters played by Walter Brennan
Undetermined Secondary Role
Characters played by Hobart Cavanaugh
Earle
Characters played by Ethel Wales
Mrs. Flint
Characters played by Irving Bacon
Earle Yokum
Characters played by Jack Baxley
Man in Carnival Audience
Characters played by Don Brodie
Man in Carnival Audience
Characters played by Heinie Conklin
Diner Counterman
Characters played by Frank Darien
Hotel Porter
Characters played by Gordon De Main
Doctor
Characters played by Neal Dodd
Minister at Wedding
Characters played by June Gittelson
Fat Lady in Doc McGill's audience
Characters played by Harrison Greene
Wedding Guest
Characters played by Ben Hall
Western Union Boy
Characters played by Mayo Methot
Mrs. Durkee
Characters played by William V. Mong
Honest Druggest
Characters played by William J. O'Brien
Man at Carnival
Characters played by Spec O'Donnell
Delivery Boy
Characters played by Florence Roberts
Wedding Guest Calling for Bride
Characters played by Guy Usher
Detective with Warrant
Characters played by William Wagner
Man in Carnival Audience
Characters played by Kathrin Clare Ward
Mrs. Flint - Cook at the Wedding
Characters played by Lucille Ward
Mother of Girl Admiring Rex
Characters played by Tammany Young
Man in Sam's Tent