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

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