Before the big fight, Joe and his opponent come to blows at their hotel. Palooka knocks him out and the fight has to be postponed.
| Actor | Role |
|---|---|
| RRobert NortonJoe Palooka | Joe Palooka |
| BBeverly PhalonAnn Howe | Ann Howe |
 Shemp HowardKnobby Walsh | Knobby Walsh |
 John BerkesJohnny | Johnny |
 Richard LaneRuss Biff | Russ Biff |