Civilian Mary Dane and falsely imprisoned Bud Leonard love each other. Lou Rinaldo, who framed Bud to get Mary, and escape-minded King Callahan want to keep him in stir, but convict Bertie and the others, even including the Warden, set events in motion to prove that love and justice will prevail. NB: Prisoner numbers given in lieu of character names in many cast lists for this film do not match the numbers shown on the characters' uniforms, when these can be seen at all, and are not used in dialogue at all.

Conrad Nagel
Bertie 'Duke' Gray, #50607

Bernice Claire
Mary Dane

Raymond Hackett
Bud 'The Kid' Leonard

George Cooper
'Happy'

Ralph Ince
'King' Callahan, #12254

Maurice Black
Lou Rinaldo

William Holden
Warden Lansing

Ivan Linow
'Baby Face'
Fred Howard
Jimmy, a convict

Blanche Friderici
Mrs. Miller

Tully Marshall
Lemuel Barnes
Jack Wise
Bugs - Convict (uncredited)