"On return from Europe Dr. Decker foils glamour girl Georgi from jumping overboard. At Decker's suggestion to keep busy, she assists at his clinic in the slums."
Spencer Tracy
as Karl Decker
Hedy Lamarr
as Georgi Gragore
Verree Teasdale
as Madame Marcesca
Kent Taylor
as Phil Mayberry
Laraine Day
as Linda Rodgers
Mona Barrie
as Sandra Mayberry
Jack Carson
as Joe
Paul Cavanagh
as Bill Rodgers
Louis Calhern
as Dr. Martin Sumner Duveen
Frances Drake
as Lola Estermont
Marjorie Main
as Gertie
George E. Stone
as Sid
Willie Best
as Sambo
Don Castle
as Ted Fenton
Dalies Frantz
as Joe Barnes
Reed Hadley
as Bob Hampton
Lowden Adams
as Phil's Butler (uncredited)
King Baggot
as Man in Subway (uncredited)
Polly Bailey
as Mrs. Glutz - Woman in Clinic (uncredited)
Arthur Belasco
as Minor Role (uncredited)
Leon Belasco
as Pancho (uncredited)
Joe Bordeaux
as Man in Clinic (uncredited)
Ralph Brooks
as Night Club Dance Extra (uncredited)
Charles D. Brown
as Police Lieutenant (uncredited)
Jack Chefe
as Waiter (uncredited)
David Clyde
as Ship Steward (uncredited)
Tom Collins
as Intern Harry (uncredited)
Nell Craig
as Nurse on Ship (uncredited)
Richard Cramer
as Man with Packages in Subway (uncredited)
Rosina Galli
as Clinic Woman Who Lost Her Baby (uncredited)
Jack Gardner
as Taxi Driver (uncredited)
George Humbert
as Tony - Pushcart Vendor and Clinic Supporter (uncredited)
Clarke Jennings
as Reynolds - Rodgers' Chauffeur (uncredited)
Edward Keane
as Dr. Harrison (uncredited)
Jack Kenney
as Clinic Well-Wisher with Cigar (uncredited)
Peggy Leon
as Martha - Georgi's Maid (uncredited)
Joe Levine
as Big Boy (uncredited)
Jimmie Lucas
Matt McHugh
as Mike Fescue - Man in Clinic (uncredited)
Esther Michelson
as Woman in Clinic (uncredited)
Rhea Mitchell
as Decker's Secretary (uncredited)
Natalie Moorhead
as May - Saleslady (uncredited)
Albert Petit
Lee Phelps
as Policeman (uncredited)
Cyril Ring
as Night Club Extra (uncredited)
Ronald R. Rondell
Syd Saylor
as First Taxi Driver (uncredited)
John Sheehan
as Clinic Patient with Good Blood Pressure (uncredited)
John Shelton
as Intern Steve (uncredited)
Florence Shirley
as Mrs. Leila Bettincourt (uncredited)
Napoleon Simpson
as Thompson - a Doorman (uncredited)
Rafael Alcayde
as Raoul Cedro (uncredited)
Charles Trowbridge
as Dr. Morris (uncredited)
Gayne Whitman
as Dr. Phelps (uncredited)
Florence Wix
as Mrs. Winterhalter (uncredited)
Sally Martin
as Sid’s Daughter (uncredited)
Josef von Sternberg
Co-Director
Frank Borzage
W.S. Van Dyke
Director
James Kevin McGuinness
Screenplay
Charles MacArthur
Story
Lew Borzage
Assistant Director
Bronislau Kaper
Original Music Composer
Bernard H. Hyman
Producer
Louis B. Mayer
Cedric Gibbons
Art Direction
Artur Guttmann
Harold Rosson
Director of Photography
Lawrence Weingarten
Adrian
Costume Design
Hugh Boswell
George Boemler
Editor
Ben Hecht
Writer
Edwin B. Willis
Set Decoration