| Tyrone Power | ... | Stanton 'Stan' Carlisle | |
| Joan Blondell | ... | Zeena Krumbein | |
| Coleen Gray | ... | Molly | |
| Helen Walker | ... | Lilith Ritter | |
| Taylor Holmes | ... | Ezra Grindle | |
| Mike Mazurki | ... | Bruno | |
| Ian Keith | ... | Pete Krumbein | |
| rest of cast listed alphabetically: | |||
| Florence Auer | ... | Jane - Lilith's Housekeeper (uncredited) | |
| George Beranger | ... | The Geek (uncredited) | |
| Oliver Blake | ... | Hobo (uncredited) | |
| June Bolyn | ... | Maid in Grindle House (uncredited) | |
| James Burke | ... | Rural Marshal (uncredited) | |
| George Chandler | ... | Hobo at Stan's Left Hand (uncredited) | |
| Harry Cheshire | ... | Mr. Prescott (uncredited) | |
| Edward Clark | ... | J.E. Giles - Farmer (uncredited) | |
| Clancy Cooper | ... | Stage Manager (uncredited) | |
| George Davis | ... | Waiter (uncredited) | |
| Julia Dean | ... | Addie Peabody (uncredited) | |
| Sayre Dearing | ... | Nightclub Extra (uncredited) | |
| James Flavin | ... | Hoatley - First Carnival Owner (uncredited) | |
| Charles Flickinger | ... | Bellboy (uncredited) | |
| Bill Free | ... | Man in Spode Room (uncredited) | |
| Nina Gilbert | ... | Worried Mother in Spode Room (uncredited) | |
| Leo Gray | ... | Detective (uncredited) | |
| Henry Hall | ... | Lilith's Friend in Spode Room (uncredited) | |
| Al Herman | ... | Cab Driver (uncredited) | |
| Hollis Jewell | ... | Delivery Boy with Records (uncredited) | |
| Robert Karnes | ... | Joe - Bellhop (uncredited) | |
| Kenner G. Kemp | ... | Nightclub Extra (uncredited) | |
| Mike Lally | ... | Charlie (uncredited) | |
| George Lloyd | ... | Hobo (uncredited) | |
| Emmett Lynn | ... | Hobo by Stan's Right Hand (uncredited) | |
| Wilbur Mack | ... | Husband in Spode Room (uncredited) | |
| George Magrill | ... | Sideshow Spectator Wearing Straw Hat (uncredited) | |
| Pat McKee | ... | Roustabout (uncredited) | |
| Jerry Miley | ... | Friend in Spode Room (uncredited) | |
| Harry Hays Morgan | ... | Headwaiter (uncredited) | |
| Maurice Navarro | ... | Fire Eater (uncredited) | |
| Frank O'Connor | ... | Carnival Customer (uncredited) | |
| Jack Raymond | ... | Hobo (uncredited) | |
| Cyril Ring | ... | Roustabout at Final Carnival (uncredited) | |
| Albin Robeling | ... | Captain (uncredited) | |
| Roy Roberts | ... | McGraw - Final Carnival Owner (uncredited) | |
| Gene Roth | ... | Masseur (uncredited) | |
| Frank J. Scannell | ... | Roustabout at Final Carnival (uncredited) | |
| Bert Stevens | ... | Nightclub Extra (uncredited) | |
| John Wald | ... | Radio Announcer (uncredited) | |
| Eddy Waller | ... | Farmer Friend of J.E. Giles (uncredited) | |
| Gilbert Wilson | ... | Man in Spode Room (uncredited) | |
| Marjorie Wood | ... | Mrs. Prescott / Mrs. S.P. at Spode Room (uncredited) | |
Directed by | |||
| Edmund Goulding | |||
Writing credits | ||
| Jules Furthman | (screenplay) | |
| William Lindsay Gresham | (novel) | |
Produced by | |||
| George Jessel | .... | producer | |
Original Music by | |||
| Cyril J. Mockridge | (as Cyril Mockridge) | ||
Cinematography by | |||
| Lee Garmes | |||
Film Editing by | |||
| Barbara McLean | |||
Art Direction by | |||
| J. Russell Spencer | |||
| Lyle R. Wheeler | (as Lyle Wheeler) | ||
Set Decoration by | |||
| Thomas Little | |||
Costume Design by | |||
| Bonnie Cashin | |||
Makeup Department | |||
| Ben Nye | .... | makeup artist | |
Art Department | |||
| Stuart A. Reiss | .... | assistant set decorator (uncredited) | |
Sound Department | |||
| Roger Heman Sr. | .... | sound (as Roger Heman) | |
| E. Clayton Ward | .... | sound | |
Special Effects by | |||
| Fred Sersen | .... | special photographic effects | |
Costume and Wardrobe Department | |||
| Charles Le Maire | .... | wardrobe director (as Charles LeMaire) | |
| Sam Benson | .... | wardrobe (uncredited) | |
Music Department | |||
| Maurice De Packh | .... | orchestrator (as Maurice de Packh) | |
| Lionel Newman | .... | conductor | |
| Earle Hagen | .... | orchestrator (uncredited) | |
Other crew | |||
| Mink De Ronda | .... | technical advisor (uncredited) | |
| Louise Germaine | .... | hat maker (uncredited) | |
| Edward Mundy | .... | technical advisor (uncredited) | |
| Jimmy Woods | .... | technical advisor (uncredited) | |
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| Strangers on a Train | Deadly Is the Female | The Night of the Hunter | Valentino | Giant |
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| Full cast and crew | Company credits | External reviews |
| News articles | IMDb Drama section | IMDb USA section |
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As other commentators have noted, once you've seen this film it haunts you. The creepy carnival milieu has rarely been better done (well, Tod Browning's "Freaks" of course) but seems more wholesome than the upscale world of nightclub mentalists and corrupt psychiatrists to which Tyrone Power ascends. Joan Blondell is carnally blowzy but she's almost upstaged by the ill-starred actress Helen Walker (the duplicitous wife in Impact) as that double-crossing shrink. No one soon forgets Power's slippery climb to the top followed by his horrifying fall. This film is a true, dark classic.