California
"Wicked" Lily Bishop joins a wagon train to California, led by Michael Fabian and Johnny Trumbo, but news of the Gold Rush scatters the train. When Johnny and Michael finally arrive, Lily is rich from her saloon and storekeeper (former slaver) Pharaoh Coffin is bleeding the miners dry. But worse troubles are ahead: California is inching toward statehood, and certain people want to make it their private empire.
Ray Milland
Jonathan Trumbo
Barbara Stanwyck
Lily Bishop
Barry Fitzgerald
Michael Fabian
George Coulouris
Capt. Pharaoh Coffin
Albert Dekker
Mr. Pike
Anthony Quinn
Don Luís Rivera y Hernandez
Frank Faylen
Whitey
Gavin Muir
Booth Pennock
James Burke
Pokey
Eduardo Ciannelli
Padre
Roman Bohnen
Col. Stuart
Argentina Brunetti
Elvira
Howard Freeman
Sen. Creel
Julia Faye
Wagon Woman
Don Beddoe
Stark (uncredited)
Hank Bell
Wagon Driver (uncredited)
Stanley Andrews
Willoughby (uncredited)
Tom Chatterton
Joe (uncredited)
Kernan Cripps
Shopkeeper (uncredited)
Sam Flint
Higgins (uncredited)
Harry Hayden
Barrett (uncredited)
Ian Wolfe
President James K. Polk (uncredited)
Philip Van Zandt
Mr. Gunce (uncredited)
Minerva Urecal
Emma (uncredited)
Phil Tead
Eddie (uncredited)
Frances Morris
Mrs. Smith (uncredited)
Ethan Laidlaw
Reb (uncredited)
Tommy Tucker
Elwyn Smith (uncredited)
Will Wright
Chairman (uncredited)
Si Jenks
Settler (uncredited)
Francis Ford
Jessie (uncredited)
Jeff Corey
Clem (uncredited)
Louis Mason
Slim (uncredited)
Lester Dorr
Mike (uncredited)
Al Bridge
Town Marshal (uncredited)
Jesse Graves
Black Servant (uncredited)
Jimmie Dundee
Gambler (uncredited)
Bob Kortman
Pioneer (uncredited)
Dave Kashner
Whipman (uncredited)
Darby Jones
Black Slave (uncredited)
LeRoy Edwards
Black Slave (uncredited)
Dick Wessel
Blacksmith (uncredited)
Bud Geary
Blacksmith (uncredited)
Martín Garralaga
Mexican Sheepherder (uncredited)
Pedro Regas
Mexican Sheepherder (uncredited)
George Sowards
Coffin Man (uncredited)
Jack Montgomery
Coffin Man (uncredited)
Al Ferguson
Card Player (uncredited)
Phil Dunham
Barber (uncredited)
LeRoy Taylor
Barber Shop Customer (uncredited)
Ben Corbett
Fabian Supporter (uncredited)
Clancy Cooper
Cavalry N.C.O. (uncredited)
Tom Fadden
Stranger (uncredited)
George Magrill
Stranger (uncredited)
Rex Lease
Stranger (uncredited)
Frank Hagney
Stranger (uncredited)
Guy Wilkerson
Stranger (uncredited)
Art Felix
Barfly (uncredited)
Anton Northpole
Barfly (uncredited)
Phil Bloom
Barfly (uncredited)
Michael Cirillo
Barfly (uncredited)
John Alban
Delegate (uncredited)
Edward Biby
Delegate (uncredited)
Nick Borgani
Delegate (uncredited)
Joe Dominguez
Delegate (uncredited)
J.C. Fowler
Delegate (uncredited)
Joe Garcio
Delegate (uncredited)
Colin Kenny
Delegate (uncredited)
George Melford
Delegate (uncredited)
Tony Paton
Delegate (uncredited)
Fred Santley
Delegate (uncredited)
Allen D. Sewall
Delegate (uncredited)
Bert Stevens
Delegate (uncredited)
Jack Tornek
Delegate (uncredited)
Joseph E. Bernard
Miner (uncredited)
Stanley Blystone
Miner (uncredited)
Chet Brandenburg
Miner (uncredited)
George Bruggeman
Miner (uncredited)
Albert Cavens
Miner (uncredited)
Jack Rube Clifford
Miner (uncredited)
Harry Cording
Miner (uncredited)
John George
Miner (uncredited)
Chick Hannan
Miner (uncredited)
Tex Holden
Miner (uncredited)
Bill Hunter
Miner (uncredited)
George Lloyd
Miner (uncredited)
Robert Milasch
Miner (uncredited)
Sol Murgi
Miner (uncredited)
Jack Perrin
Miner (uncredited)
Mitchell Rhein
Miner (uncredited)
Charles Soldani
Miner (uncredited)
Cap Somers
Miner (uncredited)
Blackie Whiteford
Gordon Jennings
Visual Effects
Eda Warren
Supervising Editor
John Farrow
Director
Gile Steele
Costume Design
Theodore Strauss
Screenplay
Boris Ingster
Story
Frank Butler
Screenplay
Victor Young
Songs
E.Y. Harburg
Lyricist
Edith Head
Costume Design
Michael D. Moore
Second Assistant Director
Richard Farnsworth
Stunts
Wally Westmore
Makeup Supervisor
Stanley Cooley
Sound Recordist
Sam Comer
Set Decoration
Hans Dreier
Art Direction
Philip Wisdom
Sound Mixer
George Sowards
Stunts
Roland Anderson
Art Direction
Ray Rennahan
Director of Photography
Ray Moyer
Set Decoration
John Cope
Sound Recordist
Seton I. Miller
Producer
Gordon Jennings
Special Effects
Herbert Coleman
Assistant Director
Victor Young
Original Music Composer
John Farrow
Producer