Lilly Turner

Ruth Chatterton

as Lilly 'Queenie' Turner Dixon

George Brent

as Bob Chandler

Frank McHugh

as David 'Dave' Dixon

Guy Kibbee

as Doc Peter McGill

Robert Barrat

as Fritz 'Heinie'

Ruth Donnelly

as Edna Yokum

Marjorie Gateson

as Mrs. Bessie 'Ma' McGill

Gordon Westcott

as Rex Durkee

Arthur Vinton

as Sam Waxman

Grant Mitchell

as Dr. Hawley

Margaret Seddon

as Mrs. Turner

Mae Busch

as Hazel

Irving Bacon

as Earle Yokum (uncredited)

Jack Baxley

as Man in Carnival Audience (uncredited)

Don Brodie

as Man in Carnival Audience (uncredited)

Heinie Conklin

as Diner Counterman (uncredited)

Frank Darien

as Hotel Porter (uncredited)

Gordon De Main

as Doctor (uncredited)

Neal Dodd

as Minister at Wedding (uncredited)

June Gittelson

as Fat Lady in Doc McGill's Audience (uncredited)

Harrison Greene

as Wedding Guest (uncredited)

Ben Hall

as Western Union Boy (uncredited)

Mayo Methot

as Mrs. Durkee (uncredited)

William V. Mong

as Honest Druggist (uncredited)

William J. O'Brien

as Man at Carnival (uncredited)

Spec O'Donnell

as Delivery Boy (uncredited)

Florence Roberts

as Wedding Guest Calling for Bride (uncredited)

Guy Usher

as Detective with Warrant (uncredited)

William Wagner

as Man in Carnival Audience (uncredited)

Kathrin Clare Ward

as Mrs. Flint - Cook at Wedding (uncredited)

Lucille Ward

as Mother of Girl Admiring Rex (uncredited)

Tammany Young

as Man in Sam's Tent (uncredited)