This film fascinated me for many reasons: Actors in rare starring roles, other actors who became major stars later, a setting very rare in films, and a story presented unlike anything else I've ever seen.<br /><br />Regis Toomey was a prolific actor with hundreds of roles, and he was always dependable, yet he seldom was the star.<br /><br />The same can be said, almost word for word, about Grant Withers.<br /><br />Together, they made a good team, a complementary team of contrasts.<br /><br />Mary Astor, on the other hand, was often considered a star. She also wrote books, at least one of which made certain other Hollywood women angry at her. Another, "A Place Called Saturday," was a novel about living in the desert, and I really enjoyed it, having read it just before moving to the desert myself.<br /><br />James Cagney and Joan Blondell, in supporting roles, stood out, at least as much as, if not more than, the stars -- and this was early in their careers.<br /><br />The railroad setting, though, was something I have never seen dealt with in such a fashion (and makes me wish an "Atlas Shrugged" film could have been made when trains were still important). The trains themselves, and the railroad generally, with the intriguing characters attracted thereto, make "Other Men's Women" a great piece of cinema history and a good piece of entertainment.