Charles Winninger as William Pittman Priest

Arleen Whelan as Lucy Lee Lake

John Russell as Ashby Corwin

Stepin Fetchit as Jeff Poindexter

Russell Simpson as Lewt Lake

Ludwig Stössel as Herman Felsburg

Francis Ford as Feeney

Paul Hurst as Jimmy Bagby

Mitchell Lewis as Andy Redcliffe

Grant Withers as Buck Ramsey

Milburn Stone as Horace K. Maydew

Dorothy Jordan as Lucy Lee's Mother

Elzie Emanuel as U.S. Grant 'You Ess' Woodford

Henry O'Neill as Joe D. Habersham

Slim Pickens as Sterling

James Kirkwood as General Fairfield

Ernest Whitman as Pleasant 'Uncle Plez' Woodford

Trevor Bardette as Rufe Ramseur

Eve March as Mallie Cramp

Hal Baylor as Rufe Ramseur Jr.

Jane Darwell as Aurora Ratchitt

Ken Williams as Maydew's Henchman

Clarence Muse as Uncle Zack

Mae Marsh as GAR Woman at the Ball

Wilbur Mack as Party Guest at Ball (uncredited)

Jack Perrin as Townsman (uncredited)

Patrick Wayne as Cadet (uncredited)

Chuck Hayward as Deputy (uncredited)