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Louise Henry as Lilly, singer Edward Arnold as Det. Lt. 'Mac' MacCarthy Elizabeth Patterson as 'Ma' Miller Whitford Kane as Henry Miller Mickey Rooney as William 'Willie' Miller C. Henry Gordon as Tony Berrelli (the Boss) Muriel Evans as 'Baby' Herman Bing as Jake Jeanette Loff as Blonde #2 (uncredited) Harold Huber as Dr. Warner Robert Montgomery as Jonathan 'Lucky' Wilson Maureen O'Sullivan as Pauline Miller Edward Brophy as Det. Britt Henry Armetta as Shuman Poppy Wilde as Nightclub Patron (uncredited)

Cedric Gibbons Art Direction Hunt Stromberg Producer Douglas Shearer Sound Director Mauri Grashin Story, Writer David Townsend Assistant Art Director Albert Hackett Screenplay Frances Goodrich Screenplay Edwin B. Willis Assistant Art Director W.S. Van Dyke Producer, Director