"Country boy joins a circus in the 1840s and falls in love with the bare-back rider. Later he falls in love with another circus runaway."
Henry Fonda
as Chad Hanna
Dorothy Lamour
as Albany Yates / Lady Lillian
Linda Darnell
as Caroline Tridd Hanna
Guy Kibbee
as A. D. Huguenine
Jane Darwell
as Mrs. Bettina Huguenine
John Carradine
as B. D. Bisbee
Ted North
as Fred Shepley
Roscoe Ates
as Ike Wayfish
Ben Carter
as Bell Boy
Frank M. Thomas
as Burke
Olin Howland
as Cisco Tridd
Frank Conlan
as Mr. Elmer Proudfoot
Eddie Conrad
as Fiero
Edward McWade
as Elias
Edward Mundy
as Joe Duddy
George Davis
as Pete Bostock
Paul E. Burns
as Budlong
Sarah Padden
as Mrs. Todd
Leonard St. Leo
as Mr. Pamplon
Elizabeth Abbott
as Mrs. Pamplon
Tully Marshall
as Mr. Mott
Virginia Brissac
as Landlady
Si Jenks
as Farmer
Victor Kilian
as Potato Man
Louis Mason
as Constable
Rondo Hatton
as Canvasman (uncredited)
Herbert Ashley
as Townsman
Ora May Carlson
as Little Girl
Dick Gilbert
as Bruiser in Audience
Payne B. Johnson
as Boy at Circus Parade
Nelson McDowell
Clarence Muse
as Henry Prince
James Pierce
as Big Man
Dick Rich
Allen D. Sewall
as Tavern Patron
Paul Sutton
Harry Tenbrook
as Canvasman
Maxine Tucker
as Servant Girl
Blackie Whiteford
Henry King
Director
Walter D. Edmonds
Story
Nunnally Johnson
Screenplay
Thomas Little
Set Decoration
Barbara McLean
Editor
Ray Rennahan
Director of Photography
Travis Banton
Costume Design
Richard Day
Art Direction
Associate Producer
Darryl F. Zanuck
Producer
Ernest Palmer