•
Alison Skipworth as Countess/Martha Hicks •
Richard Bennett as Elmer Hicks •
George Raft as Jack Houston •
John Breeden as David Butterworth •
Evalyn Knapp as Alice Hicks •
Gertrude Messinger as Patsy Hicks •
Robert McWade as James Butterworth •
J. Farrell MacDonald as John Adams •
Jessie Arnold as Frankie •
Anna Chandler as Stella •
Oscar Apfel as J. Harrington Hagneya •
Arthur Hoyt as Shiffem •
Irving Bacon as Gus, Desk Clerk •
George Barbier as Warden George Waddell •
Frank Beal as Appleby, Bank Director •
Robert Homans as Chief of Police •
Winter Hall as Minister •
Ed Brady as Taxi Driver ==Production==