"A horse breeder's granddaughter falls in love with a gambler in Saratoga Springs, N.Y."
Jean Harlow
as Carol Clayton
Clark Gable
as Duke Bradley
Lionel Barrymore
as Grandpa Clayton
Frank Morgan
as Jesse Kiffmeyer
Walter Pidgeon
as Hartley Madison
Una Merkel
as Fritzi Kiffmeyer
Hattie McDaniel
as Rosetta
George Zucco
as Dr. Bierd
Margaret Hamilton
as Lady at Kiffmeyer's table in train dining car
Jonathan Hale
as Frank Clayton
Cliff Edwards
as Tip
Frankie Darro
as Dixie Gordon
Henry Stone
as Hurley
Ruth Gillette
as Mrs. Hurley
Dennis O'Keefe
as Party guest
John Hyams
as Horse Owner (uncredited)
Si Jenks
as Gardener (uncredited)
Bert Moorhouse
as Horse Race Bit (uncredited)
Bert Roach
as Passenger on Train (uncredited)
Wanda Perry
as Girl at the Racetrack (uncredited)
Elmo Veron
Editor
Robert E. Hopkins
Writer
Anita Loos
Jack Conway
Director
Ray June
Director of Photography
Cedric Gibbons
Art Direction
Edwin B. Willis
Set Decoration
Bernard H. Hyman
Producer
Edward Ward
Original Music Composer
John Emerson
Associate Producer