Jimmy Durante, Lupe Vélez, Stuart Erwin, Marjorie Rambeau, Thelma Todd, Robert Armstrong, Mary Carlisle, William Cagney, Franklyn Ardell, Tom Dugan, Louise Beavers, Fred 'Snowflake' Toones, Guinn "Big Boy" Williams
Joe Palooka is a naive young man whose father Pete was a champion boxer, but his lifestyle caused Joe's mother Mayme to leave him and to take young Joe to the country to raise him.