Duke and Jeanie Benson, an outlaw couple hiding out under assumed names. Duke realizes that he has a winning sweepstake ticket and will win $150,000 if he can cash it in without getting apprehended

Brian Donlevy
as Frank Evers

Gloria Stuart
as Anne Marvis

Douglas Fowley
as Duke Benson

Isabel Jewell
as Jeanie Benson

Stepin Fetchit
as Flash - Pullman Porter

Julius Tannen
as Dr. Borden

Warren Hymer
as Hazy

Romaine Callender
as William Edgar Simpkins

James Burke
as Doyle - Process Server

Jonathan Hale
as Mac - Train Conductor