Priscilla Lane (Character)Betty Field (Kay Grant)Richard Whorf (Jigger Pine)Lloyd Nolan (Del Davis)Jack Carson (Leo Powell)Wallace Ford (Brad Ames)Elia Kazan (Nickie Haroyan)Peter Whitney (Pete Bossett)Billy Halop (Peppi)Howard Da Silva (Sam Paryas)Joyce Compton (Blonde)Herbert Heywood (Brakeman)George Lloyd (Joe)Charles C. Wilson (Barney)Matt McHugh (Drunk)Jimmie Lunceford and His Orchestra (A Barnstorming Band)Will Osborne's Orchestra (Guy Heiser's Band)Jean Ames (Jitterbug)
"Jigger' Pine forms a band that includes singer Ginger 'Character' Powell, wife of the trumpeter Leo Powell, and Nickie Haroyen and Peppi. All of them dedicate themselves to work as a unit and to play 'blues' music. The dedication isn't paying off in money and, while riding the rails in a boxcar, they meet and befriend gangster Del Davis. He offers them a job at a New Jersey roadhouse, where Powell falls in love with Kay Grant, a former 'real good friend' of Davis. But when Powell learns that Character is about to have a baby, he returns to her. Jigger tries to make Kay the band's singer and, when this fails, runs off with her. She leaves him with nothing but a nervous breakdown. Back at the roadhouse, after his recovery, Kay shows up, has a quarrel with Davis, shoots and kills him, and plans to take back up with Jigger, who knows better but just can't help himself. While she is waiting in a car for him, along comes cripple Brad Ames, who she put in that condition, and he gets in and drives the car over a cliff, leaving no survivors in the two-passenger crash. The band is back together at the end, still using boxcars as their transportation, but happy playing the blues.