Natalie Wood as Penelope

Ian Bannen as James B. Elcott

Dick Shawn as Dr. Gregory Mannix

Peter Falk as Lt. Horatio Bixbee

Jonathan Winters as Professor Klobb

Lila Kedrova as Princess Sadaba

Lou Jacobi as Ducky

Norma Crane as Mildred Halliday

Arthur Malet as Major Higgins

Jerome Cowan as Bank Manager

Arlene Golonka as Honeysuckle Rose

Amzie Strickland as Miss Serena

Bill Gunn as Sgt. Rothschild

Carl Ballantine as Boom Boom

Iggie Wolfington as Store Owner

Lewis Charles as Man Carrying Violin Case in Bank (uncredited)

Ron Charles as Truck Driver (uncredited)

John Daheim as Bank Guard (uncredited)

Edith Evanson as Newsstand Proprietor (uncredited)

Joey Faye as Spectator (uncredited)

Fritz Feld as Penelope's Dance Partner (uncredited)

James Gonzalez as Executive (uncredited)

Lloyd Kino as Toshi (uncredited)

Philo McCullough as Banker (uncredited)

George N. Neise as Mr. Halliday (uncredited)

Monty O'Grady as Bank Customer (uncredited)

Robert Perry as Party Goer (uncredited)

Noam Pitlik as Bank Guard (uncredited)

Murray Pollack as Party Guest (uncredited)

Bill Quinn as Bank Executive (uncredited)

Christopher Riordan as Bank Customer (uncredited)

Jerry Rush as Wedding Guest (uncredited)

Norman Stevans as Party Guest (uncredited)

Hope Summers as Shop Lady (uncredited)

Joan Swift as Picasso Girl at Party (uncredited)

Hal Taggart as Executive (uncredited)

John Zimeas as Taxi Driver (uncredited)