Frank Sinatra as Zack Thomas

Dean Martin as Joe Jarrett

Anita Ekberg as Elya Carlson

Ursula Andress as Maxine Richter

Barbara Payton as Town citizen

Charles Bronson as Matson

Victor Buono as Harvey Burden

Edric Connor as Prince George

Nick Dennis as Angel

Richard Jaeckel as Pete Mancini

Mike Mazurki as Chad

Wesley Addy as Winthrop Trowbridge

Marjorie Bennett as Miss Emmaline

Virginia Christine as Brunhilde

Ellen Corby as Widow

Jack Elam as Dobie

Jesslyn Fax as Mildred

Fritz Feld as Fritz

Percy Helton as Jonas Ansel

Jonathan Hole as Headwaiter on Riverboat

Jack Lambert as Monk

Paul Langton as Beauregard

Keith McConnell as Sweeney

Teddy Buckner as Musical Ensemble

Michele Montau as Helaine

Maidie Norman as Burden's Maid

Bob Steele as Bank Board Member

Mario Siletti as Bedoni

Eva Six as Mrs. Burden

Abraham Sofaer as Pulaski

Michael St. Angel as Williams

Grady Sutton as Bank Clerk

Ralph Volkie as Bartender

Max Wagner as Blackjack Dealer

William Washington as Doorman

Dave Willock as Alfred

Moe Howard as Painting Deliveryman

Larry Fine as Painting Deliveryman

Joe DeRita as Painting Deliveryman

Al Bain as Casino Worker (uncredited)

Calvin Brown as Restaurant Waiter (uncredited)

Wesley Gale as Restaurant Waiter (uncredited)

Arthur Godfrey as Mr. Godfrey (uncredited)

Hal Needham as Thomas Worker (uncredited)

Norman Stevans as Casino Patron (uncredited)

Bill Walker as Attendant (uncredited)

George Boyce as Thomas Worker (uncredited)

Allyson Ames as Susan (uncredited)