Ann Sothern

Maisie Ravier

Lew Ayres

Bob Rawlston

Maureen O'Sullivan

Abby Rawlston

C. Aubrey Smith

Al Walpole

Joan Perry

Diana Webley

Paul Cavanagh

Cap Rawlston

Edward Ashley

Link Phillips

Barbara Bedford

Nurse (Uncredited)

Hans Conried

Georgie Porgie (Uncredited)

Will Wright

Judge Thatcher (Uncredited)

Joan Blair

Girl (Uncredited)

Charles D. Brown

'Doctor' in Sideshow (Uncredited)

Charles Coleman

Butler (Uncredited)

Edgar Dearing

Motorcycle Policeman (Uncredited)

George Guhl

The Turnkey (Uncredited)

Howard Hickman

Dr. Stephen W. Fredericks (Uncredited)

Harry Wilson

Man at Carnival Sideshow (Uncredited)

Anne O'Neal

Main Maid (Uncredited)

Milton Kibbee

Carnival Show Spectator (Uncredited)

Joe Yule

First Carnival Barker (uncredited)