"The friendship of two working stiff railroad engineers is put to the test when one falls for the other’s wife."
Grant Withers
as Bill White
Mary Astor
as Lily Kulper
Regis Toomey
as Jack Kulper
James Cagney
as Ed 'Eddie' Bailey
Fred Kohler
as Haley
J. Farrell MacDonald
as Peg-Leg
Joan Blondell
as Marie
Lillian Worth
as Waitress
Walter Long
as Bixby
Lucille Ward
as Miss Astor - Bill's Landlady (uncredited)
Maude Fulton
Writer
William A. Wellman
Director
Edward M. McDermott
Editor
Barney McGill
Director of Photography
Erno Rapee
Music
Louis Silvers
Conductor
Perc Westmore
Makeup & Hair
Billy K. Wells
Dialogue
Earl Luick
Costume Design