Honky Tonk

Clark Gable

"Candy" Johnson

Lana Turner

Elizabeth Cotton

Frank Morgan

Judge Cotton

Claire Trevor

"Gold Dust" Nelson

Marjorie Main

Mrs. Varner

Albert Dekker

Brazos Hearn

Henry O'Neill

Daniel Wells

Chill Wills

The Sniper

Veda Ann Borg

Pearl

Douglas Wood

Governor Wilson

Lew Harvey

Blackie

Betty Blythe

Mrs. Wilson

Harry Worth

Harry Gates

Erville Alderson

Man with Rail (uncredited)

Hooper Atchley

Senator Ford (uncredited)

Dorothy Ates

Dance Hall Girl (uncredited)

King Baggot

Townsman (uncredited)

Don Barclay

Man with Feathers (uncredited)

Barbara Bedford

Salvation Army Woman (uncredited)

Ed Brady

Ace, the Waiter (uncredited)

Cliff Clark

Dr. Otis (uncredited)

Al Bridge

Townsman at Meeting House (uncredited)

Francis X. Bushman Jr.

Frank, Dealer #1 (uncredited)

Tom Chatterton

Townsman (uncredited)

Ed Cassidy

Townsman (uncredited)

Heinie Conklin

Dental Patient (uncredited)

Tommy Conlon

Dealer #3 (uncredited)

Dick Curtis

Tough Man on Train (uncredited)

Gordon De Main

Party Guest (uncredited)

Dorothy Granger

Pearl, Saloon Girl (uncredited)

Bess Flowers

Governor's Wife (uncredited)

William Haade

Heckler in Church (uncredited)

Eddie Hall

Man in Bar Behind Johnson and Sniper (uncredited)

Edward Hearn

Poker Player on Train (uncredited)

Al Hill

Miner (uncredited)

Fay Holderness

Bricklayer (uncredited)

Robert Homans

Man at Tar Party (uncredited)

Lew Kelly

Miner (uncredited)

Cy Kendall

Man with Tar (uncredited)

Milton Kibbee

Hotel Desk Clerk (uncredited)

Esther Muir

Prostitute (uncredited)

Mitchell Lewis

Man #1 Agreeing with Candy (uncredited)

Louis Mason

Man with Candy's Gun at Tar Party (uncredited)

John Maxwell

Dist. Atty. Kendall (uncredited)

Frank Mills

Man #2 Agreeing with Candy (uncredited)

Demetrius Alexis

Tug (uncredited)

Jack Baxley

Townsman (uncredited)

Jack Carr

Brazos' Henchman (uncredited)

Sheila Darcy

Louise (uncredited)

Harry Fleischmann

Frank, the Bartender (uncredited)

Joe Devlin

Masher in Saloon (uncredited)

John Farrell

Man at Tar Party (uncredited)

Earl Gunn

Miner (uncredited)

Payne B. Johnson

Western Boy (uncredited)

Jane Keckley

Party Guest (uncredited)

George Lehrer

Townsman (uncredited)

Charles McAvoy

Miner (uncredited)

Art Miles

Dealer #2 (uncredited)

Howard M. Mitchell

Townsman (uncredited)

Monte Montague

Miner (uncredited)

Philip Morris

Man on Train (uncredited)

Horace Murphy

Jim, Candy's Butler (uncredited)

Paul Newlan

Gentleman (uncredited)

Pat O'Malley

Party Guest (uncredited)

Frank O'Connor

Train Conductor #1 (uncredited)

Anne O'Neal

Nurse (uncredited)

Ted Oliver

Miner (uncredited)

William Pagan

Townsman (uncredited)

Lee Phelps

Townsman at Meeting House (uncredited)

Alonzo Price

Miner (uncredited)

Henry Roquemore

Man #1 with Gun at Tar Party (uncredited)

Dick Rush

Dentist (uncredited)

John Sheehan

Townsman (uncredited)

Philip Sleeman

Bartender (uncredited)

Carl Stockdale

Townsman (uncredited)

Lee Shumway

Townsman (uncredited)

Jack C. Smith

Townsman (uncredited)

Charles Sullivan

Miner (uncredited)

Elliott Sullivan

Candy's Man (uncredited)

Ray Teal

Poker Player on Train (uncredited)

William Telaak

Townsman (uncredited)

Malcolm Waite

Miner (uncredited)

Morgan Wallace

Mayor Adams (uncredited)

Eddy Waller

Fred, Train Conductor #2 (uncredited)

Harry Wilson

Cowboy on Back of Train (uncredited)

Will Wright

Townsman at Meeting House (uncredited)

Jack Conway

Director

Hugh Boswell

Assistant Director

John B. Sanford

Screenplay

Marguerite Roberts

Screenplay

Pandro S. Berman

Producer

Harold Rosson

Director of Photography

William H. Daniels

Director of Photography

Cliff Shirpser

Assistant Camera

Robert Kalloch

Costume Design

Franz Waxman

Original Music Composer

Douglas Shearer

Recording Supervision

Cedric Gibbons

Art Direction