After a love affair ending in an abortion, a young prison reformer submerges herself in her work. She then falls for a controversial and married judge and scandal looms again.

Irene Dunne
as Ann Vickers

Walter Huston
as Barney Dolphin

Conrad Nagel
as Lindsey Atwell

Bruce Cabot
as Captain Lafe Resnick

Edna May Oliver
as Malvina Wormser

Sam Hardy
as Russell Spaulding

Mitchell Lewis
as Captain Waldo

Murray Kinnell
as Dr. Slenk - Copper Gap Warden

Helen Eby-Rock
as Kitty Cognac

Gertrude Michael
as Mona Dolphin