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