A struggling band find themselves attached to a fugitive and drawn into a series of old feuds and love affairs, as they try to stay together and find musical success.
| Actor | Role |
|---|---|
 Priscilla LaneGinger 'Character' Powell | Ginger 'Character' Powell |
 Betty FieldKay Grant | Kay Grant |
 Richard WhorfJigger Pine | Jigger Pine |
 Lloyd NolanDel Davis | Del Davis |
 Jack CarsonLeo Powell | Leo Powell |
 Wallace FordBrad Ames (as Wally Ford) | Brad Ames (as Wally Ford) |
 Elia KazanNickie Haroyen | Nickie Haroyen |
 Howard Da SilvaSam Paryas | Sam Paryas |
 Joyce ComptonBlonde | Blonde |
 Faith DomergueJitterbug (uncredited) | Jitterbug (uncredited) |
 Faye EmersonDr. Morse's Nurse (uncredited) | Dr. Morse's Nurse (uncredited) |
 Frank MayoGambler Watching Kay Throw Dice (uncredited) | Gambler Watching Kay Throw Dice (uncredited) |
 Mabel ToddBaby Beth Barton - Singer (uncredited) | Baby Beth Barton - Singer (uncredited) |
 Emmett VoganHotel desk clerk | Hotel desk clerk |
 William HopperBilliards player | Billiards player |
 Peter WhitneyPete Bossett | Pete Bossett |
 Billy HalopPippi | Pippi |
 Matt McHughSt Louis Jail Drunk | St Louis Jail Drunk |
 Herbert HeywoodBrakeman | Brakeman |