Young undefeated boxer Terry Dolan, who's been lying to his invalid mother about his career, confides to Maisie that he hates and is terrified by boxing and wants out. Not wanting to let down his best friend and manager Skeets Maguire, who has hopes of him becoming the next champion, he is reluctant to bring up the subject with him. Maisie convinces Terry to tell Skeets, whose unexpected reaction induces him to step into the ring again.
| Actor | Role |
|---|---|
 Ann SothernMaisie Ravier | Maisie Ravier |
 George MurphyFrancis X. 'Skeets' / 'Skeeter' Maguire | Francis X. 'Skeets' / 'Skeeter' Maguire |
 Robert SterlingTerry Dolan, aka Young O'Hara | Terry Dolan, aka Young O'Hara |
 Virginia O'BrienHerself - Singer | Herself - Singer |
| NNatalie ThompsonCecelia 'Cissy' Reardon | Cecelia 'Cissy' Reardon |
| MMargaret MoffattMrs. Dolan | Mrs. Dolan |
 Maxie RosenbloomChotsie | Chotsie |
 Jack La RueRicky Du Prez | Ricky Du Prez |
 Rags RaglandVic | Vic |
 Oscar O'SheaConductor | Conductor |
| JJohn IndrisanoPeaches | Peaches |
| RRoy LesterJitterbug | Jitterbug |
| EEddie Lou SimmsJackie-Boy Duffy (as Eddie Simms) | Jackie-Boy Duffy (as Eddie Simms) |
 Jonathan HaleDr. Kramer | Dr. Kramer |
 Purnell PrattDr. Taylor | Dr. Taylor |
 May McAvoy1st Nurse (uncredited) | 1st Nurse (uncredited) |
 Helen Brown2nd Nurse (uncredited) | 2nd Nurse (uncredited) |
 Edna Holland3rd Nurse (uncredited) | 3rd Nurse (uncredited) |
 John GeorgeBoxing Match Spectator (uncredited) | Boxing Match Spectator (uncredited) |
 Wanda PerryGirl at Dance (uncredited) | Girl at Dance (uncredited) |