"One woman faces many trials on the road to romance after unwittingly marrying a bigamist, then a carnival's barker and then falling for a young engineer."
Ruth Chatterton
as Lilly 'Queenie' Turner Dixon
George Brent
as Bob Chandler
Frank McHugh
as David 'Dave' Dixon
Guy Kibbee
as Doc Peter McGill
Robert Barrat
as Fritz 'Heinie'
Ruth Donnelly
as Edna Yokum
Marjorie Gateson
as Mrs. Bessie 'Ma' McGill
Gordon Westcott
as Rex Durkee
Arthur Vinton
as Sam Waxman
Grant Mitchell
as Dr. Hawley
Margaret Seddon
as Mrs. Turner
Mae Busch
as Hazel
Irving Bacon
as Earle Yokum (uncredited)
Jack Baxley
as Man in Carnival Audience (uncredited)
Don Brodie
Heinie Conklin
as Diner Counterman (uncredited)
Frank Darien
as Hotel Porter (uncredited)
Gordon De Main
as Doctor (uncredited)
Neal Dodd
as Minister at Wedding (uncredited)
June Gittelson
as Fat Lady in Doc McGill's Audience (uncredited)
Harrison Greene
as Wedding Guest (uncredited)
Ben Hall
as Western Union Boy (uncredited)
Mayo Methot
as Mrs. Durkee (uncredited)
William V. Mong
as Honest Druggist (uncredited)
William J. O'Brien
as Man at Carnival (uncredited)
Spec O'Donnell
as Delivery Boy (uncredited)
Florence Roberts
as Wedding Guest Calling for Bride (uncredited)
Guy Usher
as Detective with Warrant (uncredited)
William Wagner
Kathrin Clare Ward
as Mrs. Flint - Cook at Wedding (uncredited)
Lucille Ward
as Mother of Girl Admiring Rex (uncredited)
Tammany Young
as Man in Sam's Tent (uncredited)
Kathryn Scola
Screenplay
James Gibbon
Editor
Gene Markey
William A. Wellman
Director
Jack Okey
Art Direction
James Van Trees
Director of Photography
Orry-Kelly
Costume Design
George Abbott
Theatre Play
Philip Dunning
Leo F. Forbstein
Conductor