Will Rogers

as Judge William Pitman 'Billy' Priest

Tom Brown

as Jerome Priest

Anita Louise

as Ellie May Gillespie

Henry B. Walthall

as Reverend Ashby Brand

David Landau

as Bob Gillis

Rochelle Hudson

as Virginia Maydew

Roger Imhof

as Billy Gaynor

Frank Melton

as Fleming 'Flem' Talley