"Two down-on-their-luck former outlaws volunteer to be Texas Rangers and find themselves assigned to bring in an old friend, now a notorious outlaw."
Fred MacMurray
as Jim Hawkins
Jack Oakie
as Henry B. 'Wahoo' Jones
Jean Parker
as Amanda Bailey
Lloyd Nolan
as Sam 'Polka Dot' McGee
Edward Ellis
as Major Bailey
Benny Bartlett
as David
Frank Shannon
as Captain Stafford
Frank Cordell
as Ranger Ditson
Richard Carle
as Casper Johnson
Jed Prouty
as District Attorney Dave Twitchell
Fred Kohler
as Jess Higgins
George 'Gabby' Hayes
as Judge Snow
Kathryn Bates
as Schoolteacher (uncredited)
Rhea Mitchell
as Passenger (uncredited)
Jack Montgomery
as Ranger (uncredited)
Joe Dominguez
Joe Rickson
Bill Gillis
as Ranger
Neal Hart
Cecil Kellogg
Harrison Greene
as Passenger, front seat (uncredited)
Frank Leyva
as Mexican (uncredited)
Irving Bacon
as David's father (uncredited)
Spencer Charters
as Sheriff (uncredited)
Charles Middleton
as Lawyer (uncredited)
Monte Vandergrift
as messenger (uncredited)
William H. Strauss
as Juror (uncredited)
Stanley Andrews
as Henchman (uncredited)
Dell Henderson
as Citizen (uncredited)
Bobby Caldwell
as Boy in coach (uncredited)
Gayne Whitman
as announcer (uncredited)
King Vidor
Producer
Elizabeth Hill
Story
Gerard Carbonara
Original Music Composer
Louis Stevens
Screenplay
Hans Dreier
Art Direction
Bernard Herzbrun
Director
Walter Prescott Webb
Doane Harrison
Editor
Edith Head
Costume Design
Edward Cronjager
Director of Photography
Evelyn Finley
Stunt Double