"Roustabout Stanton Carlisle joins a traveling carny and unsuccessfully schemes to figure out the mind-reading act of Mademoiselle Zeena and her alcoholic husband, Pete."
Tyrone Power
as Stanton 'Stan' Carlisle
Helen Walker
as Lilith Ritter
Coleen Gray
as Molly Carlisle
Joan Blondell
as Zeena Krumbein
Taylor Holmes
as Ezra Grindle
Mike Mazurki
as Bruno
Ian Keith
as Pete Krumbein
Roy Roberts
as McGraw - Final Carnival Owner (uncredited)
Florence Auer
as Jane (uncredited)
Bonnie Bannon
as Knife Thrower's Assistant (uncredited)
George Beranger
as The Geek (uncredited)
Oliver Blake
as Hobo (uncredited)
June Bolyn
as Maid in Grindle House (uncredited)
Chet Brandenburg
as Carnival Patron (uncredited)
James Burke
as Rural Marshal (uncredited)
George Chandler
as Hobo at Stan's Left Hand (uncredited)
Harry Cheshire
as Mr. Prescott (uncredited)
Edward Clark
as J.E. Giles - Farmer (uncredited)
Clancy Cooper
as Stage Manager (uncredited)
George Davis
as Waiter (uncredited)
Julia Dean
as Addie Peabody (uncredited)
Sayre Dearing
as Night Club Patron (uncredited)
James Flavin
as Hoatley - First Carnival Owner (uncredited)
Nina Gilbert
as Worried Mother in Spode Room (uncredited)
Henry Hall
as Lilith's Friend in Spode Room (uncredited)
Robert Karnes
as Joe - Bellhop (uncredited)
Kenner G. Kemp
Max Linder
as Man in Spode Room (uncredited)
George Lloyd
Laurette Luez
Emmett Lynn
as Hobo by Stan's Right Hand (uncredited)
Wilbur Mack
as Husband in Spode Room (uncredited)
George Magrill
as Sideshow Spectator Wearing Straw Hat (uncredited)
Jerry Miley
as Friend in Spode Room (uncredited)
Frank O'Connor
as Carnival Customer (uncredited)
Jack Perry
as Roustabout (uncredited)
Cyril Ring
as Roustabout at Final Carnival (uncredited)
Gene Roth
as Masseur (uncredited)
Frank J. Scannell
Cy Schindell
Norman Stevens
Bert Stevens
Eddy Waller
as Farmer Friend of J.E. Giles (uncredited)
Marjorie Wood
as Mrs. Prescott / Mrs. S.P. at Spode Room (uncredited)
Rudy Germane
Edmund Goulding
Director
William Lindsay Gresham
Novel
Jules Furthman
Screenplay
George Jessel
Producer
J. Russell Spencer
Art Direction
Lee Garmes
Director of Photography
Cyril J. Mockridge
Music
Lyle R. Wheeler
Darryl F. Zanuck
Executive Producer
Thomas Little
Set Decoration
Bonnie Cashin
Costume Design
Ben Nye
Makeup Artist
Barbara McLean
Editor
Roger Heman Sr.
Sound Designer
E. Clayton Ward