Directed by James Tinling Story by Frank Fenton Lynn Root Produced by Darryl F. Zanuck Jane Withers as June 'Angel' Everett Joan Davis as Strivers Sally Blane as Pauline Kaye Robert Kent as Nick Moore Harold Huber as Bat Regan Frank Jenks as Butch Broder Ray Walker as Crandall John Qualen as Waldo Everett Lon Chaney, Jr. as Eddie Al Lydell as Gramp Hiram Seely Russell Hopton as Gus Paul Hurst as Sgt. Murphy John Kelly as Maxie George Taylor as Eddie Cy Kendall as Chief of Police Charles Arnt as Everett Directed by Rouben Mamoulian Written by Garrett Fort Beth Brown Produced by Monta Bell Walter Wanger (uncredited) Starring Helen Morgan Jack Cameron Joan Peers Helen Morgan as Kitty Darling Joan Peers (1909–1975) as April Darling Fuller Mellish Jr. (1898–1930) as Hitch Nelson Jack Cameron as Joe King Henry Wadsworth (1897–1974) as Tony Dorothy Cumming as Mother Superior Mack Gray as Slim's Brother David Holt as Jack Singer