"Meek busboy Little Pinks is in love with an extremely selfish nightclub singer who despises and uses him."
Henry Fonda
as Agustus 'Little Pinks' Pinkerton, II
Lucille Ball
as Gloria Lyons
Barton MacLane
as Case Ables
Eugene Pallette
as Nicely Nicely Johnson
Agnes Moorehead
as Violette Shumberg
Sam Levene
as Horsethief
Ray Collins
as Professor B
Marion Martin
as Mimi Venus
William T. Orr
as Decatur Reed (as William Orr)
George Cleveland
as Colonel Samuel Venus
Vera Gordon
as Mrs. Lefkowitz
Ozzie Nelson
as Orchestra Leader
Louise Beavers
as Ruby, Gloria's Maid (Uncredited)
Hans Conried
as Louie, Headwaiter (Uncredited)
Don Barclay
as Eating Contest Emcee (Uncredited)
Anthony Blair
as O'Rourke (Uncredited)
Charles Cane
as McCarty (Uncredited)
Mimi Doyle
as Nurse (Uncredited)
Eddie Dunn
as Police Officer Mulvaney (Uncredited)
Catherine Fleyton
as Girl (Uncredited)
Charlie Hall
as Caviar Waiter in New York (Uncredited)
William Halligan
as Detective (Uncredited)
Art Hamburger
as Joel Duffle (Uncredited)
Bert Hanlon
as Philly the Weeper (Uncredited)
Sam Harris
as Passerby on Florida Boardwalk (Uncredited)
Jack Herrick
as Mindy's Customer (Uncredited)
Chet Huntley
as Radio Announcer (Voice) (Uncredited)
Donald Kerr
as Pete the Passer (Uncredited)
John Miljan
as McWhirter (Uncredited)
Millard Mitchell
as Gentleman George (Uncredited)
George Noisom
as Newsboy (Uncredited)
Bob Perry
as Toupee (Uncredited)
Ralph Peters
as Florist (Uncredited)
Addison Richards
as Dr. Mitchell (Uncredited)
Shimen Ruskin
as Joe (Uncredited)
Scaduto
as Spanish Joe (Uncredited)
Harry Shannon
as Florida Doctor (Uncredited)
Walter Soderling
as Doctor at Mindy's (Uncredited)
Ann Summers
as Cashier (Uncredited)
Julius Tannen
as Judge Bamberger (Uncredited)
Juan Varro
as Lou Adolia (Uncredited)
Harry Wilson
as Fethington (Uncredited)
Hector V. Sarno
as Friendly Neighbor (Uncredited)
Tiny Jones
as Small Friendly Neighbor (Uncredited)
Mary Halsey
as Showgirl (Uncredited)
Mary Stuart
Dewey Robinson
as Truck Driver (Uncredited)
James Dime
Jim Toney
John 'Skins' Miller
Lee Moore
Ross Forrester
Wayne McCoy
Jack Perry
as Mug Asked to "Clear Way" (Uncredited)
Arnold Virt
as Mug at Mindy's (Uncredited)
Frank Moran
George Magrill
Gil Perkins
Jack Chefe
Jimmy O'Gatty
Joe Niemeyer
John Indrisano
Peter Duray
Sammy Stein
Tony Merlo
Warren Jackson
Bert Moorhouse
as Waiter at Nightclub (Uncredited)
Barry Norton
as Nightclub Patron (Uncredited)
Bess Flowers
Eric Mayne
Harold Miller
Helen Dickson
James Conaty
Jay Eaton
Jeffrey Sayre
Julie Warren
Karen X. Gaylord
Marie Windsor
Sally Wadworth
Wilbur Mack
Frank O'Connor
as Police Captain at Tunnel (Uncredited)
George McKay
as Police Officer at Tunnel (Uncredited)
Lou Wood
Irving Reis
Director
Damon Runyon
Story
Leonard Spigelgass
Screenplay
Claude E. Carpenter
Set Decoration
William Hamilton
Editor
Albert S. D'Agostino
Art Direction
Russell Metty
Director of Photography
Renié
Costume Design
Darrell Silvera
Perc Westmore
Makeup Artist
Clem Beauchamp
Assistant Director
Producer
Vernon L. Walker
Special Effects
Roy Webb
Original Music Composer
Mel Berns
Makeup Department Head
Harry Revel
Freddy Wittop
C. Bakaleinikoff
Music Director
Alfred Herman
Mort Greene
Lyricist
Richard Van Hessen
Sound Engineer
Harry Perry
Still Photographer
Robert Aldrich
Second Assistant Director
Stunts
Chester Hale
Choreographer