The story of seedy sideshow barker Nicky, who uses everyone he meets to get ahead. Nicky isn't even above exploiting his singing sweetheart Lily to suit his purposes, but this time it is he who ends up the loser -- at least until he gets wise to himself.
| Actor | Role |
|---|---|
 Jack OakieNicky Nelson | Nicky Nelson |
 Ben BernieJoe Davis | Joe Davis |
 Dorothy DellLily Raquel | Lily Raquel |
 Alison SkipworthThe Countess | The Countess |
 Roscoe KarnsSailor Burke | Sailor Burke |
 Arline JudgeJackie Donovan | Jackie Donovan |
 William FrawleyLarry Hale | Larry Hale |
 Lew CodyAxel Hanratty | Axel Hanratty |
 Paul CavanaghAlvin Ritchie | Alvin Ritchie |
| MMonte VandergriftMan from Board of Health | Man from Board of Health |
 Jill DennettWanda | Wanda |
 Lee KohlmarProf. Jonas | Prof. Jonas |
| TTony MerloHeadwaiter | Headwaiter |
 Ben TaggartDetective | Detective |
 Charles McAvoyCop | Cop |
 Fred LawrenceCrooner (as Frank Prince) | Crooner (as Frank Prince) |
 Ann SheridanHanratty's Secretary (uncredited) | Hanratty's Secretary (uncredited) |
 Gwenllian GillYoung Lady Dancing (uncredited) | Young Lady Dancing (uncredited) |