Peter Ustinov as Captain Blackbeard

Dean Jones as Steve Walker

Suzanne Pleshette as Jo Anne Baker

Elsa Lanchester as Emily Stowecroft

Richard Deacon as Dean Wheaton

Stefanie Powers as Marian Sheeta

Joby Baker as Silky Seymour

Elliott Reid as TV Commentator

Norman Grabowski as Virgil

Kelly Thordsen as Motorcycle Officer

Michael Conrad as Pinetop Purvis

Herbie Faye as Croupier

George Murdock as Head Official

Hank Jones as Gudger Larkin

Ned Glass as Teller

Gil Lamb as Waiter

Alan Carney as Bartender

Ted Markland as Charles

Lou Nova as Leon

Charlie Brill as Edward

Herb Vigran as Danny Oly

William Fawcett as Mr. Ainsworth

Betty Bronson as Old Lady

Elsie Baker as Old Lady

Kathryn Minner as Old Lady

Leon Alton as Auction Guest

Phil Arnold as Popcorn Vendor

Noble 'Kid' Chissell as Gambler

Richard Collier as Ticket Seller

Gertrude Flynn as Mrs. Starkey

Byron Foulger as Mr. Harrison

Paul Genge as Casino Manager

Harry Harvey as Mr. Finch

Jimmie Horan as Gambler

Bing Russell as Second Track Meet Official

Jeffrey Sayre as Croupier

Sara Taft as Old Woman

Rudy Germane as Croupier (uncredited)