Rockabye

Constance Bennett

Judy Carroll

Joel McCrea

Jacobs 'Jake' Van Riker Pell

Paul Lukas

Antonie 'Tony' de Sola

Jobyna Howland

'Snooks' Carroll

Walter Pidgeon

Al Howard

Clara Blandick

Brida

Walter Catlett

Jimmy Dunn

Virginia Hammond

Mrs. Van Riker Pell

J.M. Kerrigan

Fagin

June Filmer

Elizabeth 'Lilibet'

Veda Buckland

Mrs. Evans (uncredited)

Richard Carle

Doc (uncredited)

Lita Chevret

Party Guest (uncredited)

Charles Dow Clark

Mr. Farley (uncredited)

Sterling Holloway

Speakeasy Patron (uncredited)

Virginia Howell

Mrs. Bronson (uncredited)

Edgar Kennedy

Water Wagon Driver (uncredited)

Charles Middleton

District Attorney (uncredited)