"A New York gangster and his girlfriend attempt to turn street beggar Apple Annie into a society lady when the peddler learns her daughter is marrying royalty."
Glenn Ford
as Dave 'The Dude' Conway
Bette Davis
as Apple Annie
Hope Lange
as Elizabeth 'Queenie' Martin
Arthur O'Connell
as Count Alfonso Romero
Peter Falk
as Joy Boy
Thomas Mitchell
as Judge Henry G. Blake
Edward Everett Horton
as Hudgins
Mickey Shaughnessy
as Junior
David Brian
as Governor
Sheldon Leonard
as Steve Darcey
Peter Mann
as Carlos Romero
Ann-Margret
as Louise
Barton MacLane
as Police Commissioner
John Litel
as Police Inspector McCrary
Jerome Cowan
as Mayor
Jay Novello
as Cortego
Frank Ferguson
as Newspaper Editor
Willis Bouchey
Fritz Feld
as Pierre
Ellen Corby
as Soho Sal
Gavin Gordon
as Mr. Cole
Benny Rubin
as Flyaway
Jack Elam
as Cheesecake
Mike Mazurki
as Big Mike
Hayden Rorke
as Police Captain Moore
Doodles Weaver
as Pool Player
Abdullah Abbas
as Reception Guest (uncredited)
Don Ames
as Man at Dock (uncredited)
Sam Bagley
as Man on Dock (uncredited)
Benjie Bancroft
as Police Officer (uncredited)
Herman Belmonte
Phil Bloom
Willie Bloom
Nina Borget
as Ship Passenger (uncredited)
Betty Bronson
as Mayor's Wife (uncredited)
Ralph Brooks
Paul E. Burns
as Mallethead (uncredited)
Mushy Callahan
George Calliga
James J. Casino
Marc Cavell
as Reporter at Dock (uncredited)
Albert Cavens
Noble 'Kid' Chissell
Charles Cirillo
Michael Cirillo
as Pedestrian (uncredited)
Bing Conley
Paul Cristo
as Hotel Guest (uncredited)
Jacqueline deWit
as Louise (Governor's Wife) (uncredited)
Alphonso DuBois
Josip Elic
as Darcey's Henchman (uncredited)
Joe Evans
as Attendant (uncredited)
Tom Fadden
as Herbie (uncredited)
Bess Flowers
as Pedestrian Entering Club (uncredited)
Peter Ford
as Elevator Operator (uncredited)
Eddie Foster
as Man in Pool Hall (uncredited)
Byron Foulger
as Lloyd (uncredited)
Joseph Glick
Jack Gordon
Joe Gray
as Pool Player (uncredited)
James Griffith
as Detective Briscoe (uncredited)
Chuck Hamilton
as Truck-Driving Hood (uncredited)
Peter Hansen
as Governor's Aide (uncredited)
Sam Harris
Stuart Holmes
as Club Patron (uncredited)
Chester Jones
as Pool Hall Patron (uncredited)
Richard Karlan
as Detective (uncredited)
Kenner G. Kemp
as Man on Dock / Reception Guest (uncredited)
John Lawrence
as Cab Driver (uncredited)
Robert Locke Lorraine
Bert Madrid
as Crewman (uncredited)
Mike Mahoney
as Man Who Helps Annie (uncredited)
Kermit Maynard
as Newspaper Editor (uncredited)
Joe McTurk
as Powder (uncredited)
William Meader
as Passerby (uncredited)
Paul Micale
as Man (uncredited)
Jim Michael
as Hood (uncredited)
Steve Mitchell
as Soldier (uncredited)
Ralph Montgomery
as Pool Hall Patron with Pipe (uncredited)
Kate Murtagh
as Masseuse (uncredited)
George Nardelli
Billy Nelson
Paul Newlan
Daniel Nunez
Norman Papson
as Hairdresser (uncredited)
Charles Perry
Harry 'Snub' Pollard
as Knuckles (uncredited)
Amanda Randolph
as Annie's Neighbor (uncredited)
Fred Rapport
Paul Ravel
Leoda Richards
as Woman Sitting Next to Mayor in Car (uncredited)
Clark Ross
Michael Ross
Angelo Rossitto
as Angie (uncredited)
Phil Schumacher
Vito Scotti
as Priest (uncredited)
Scott Seaton
Jack Shea
as Hotel Doorman (uncredited)
Stephen Soldi
Edgar Stehli
as Gloomy (uncredited)
Bert Stevens
George E. Stone
as Shimkey (uncredited)
Charles Sullivan
as Hood in Dock Brawl (uncredited)
Harry Swoger
Hal Taggart
Dub Taylor
Kelly Thordsen
as The Weasel (uncredited)
Arthur Tovey
as Passerby with Umbrella (uncredited)
Romo Vincent
as Brisbane (Kidnapped Reporter) (uncredited)
Sailor Vincent
Dick Wessel
as Governor of Florida (uncredited)
Grace Lee Whitney
as Queenie's Broad (uncredited)
Chalky Williams
Harry Wilson
as Slop (uncredited)
Frank Capra
Producer
Jimmy Van Heusen
Original Music Composer
Director
Walter Scharf
Frank P. Keller
Editor
Nellie Manley
Hairstylist
Edith Head
Costume Design
Wally Westmore
Makeup Supervisor
Damon Runyon
Story
Robert Riskin
Original Film Writer
Harry Tugend
Screenplay
Hal Kanter
Associate Producer
Arthur S. Black Jr.
Assistant Director
Robert J. Bronner
Director of Photography
Roland Anderson
Art Direction
Hal Pereira
Joseph Sistrom
Ralph Axness
Second Assistant Director
Walter Plunkett