Elvis Presley as Charlie Rogers

Barbara Stanwyck as Maggie Morgan

Joan Freeman as Cathy Lean

Leif Erickson as Joe Lean

Sue Ane Langdon as Madame Mijanou

Pat Buttram as Harry Carver

Joan Staley as Marge

Dabbs Greer as Arthur Nielsen

Steve Brodie as Fred

Norman Grabowski as Sam

Jack Albertson as Lou

Jane Dulo as Hazel

Joel Fluellen as Cody Marsh

Wilda Taylor as Little Egypt

Beverly Adams as Cora (uncredited)

Al Bain as Carnival Patron (uncredited)

John Barton as Carnival Patron (uncredited)

Billy Barty as Billy (uncredited)

Kenneth Becker as Gregg (uncredited)

Lynn Borden as College Girl (uncredited)

Owen Bush as Man (uncredited)

Del Casher as Guitarist (uncredited)

Dick Cherney as Carnival Patron (uncredited)

Charles Cirillo as Carnival Patron (uncredited)

Steve Condit as Boy with Balloons (uncredited)

Roger Creed as Deputy (uncredited)

Connie Ducharme as College Girl (uncredited)

Duke Fishman as Carnival Patron (uncredited)

Joseph Forte as Concessionaire (uncredited)

Carey Foster as College Girl (uncredited)

Linda Foster as College Girl (uncredited)

Jimmie Lee Gaines as Boy (uncredited)

Teri Garr as Carnival Dancer (uncredited)

Joy Harmon as College Girl (uncredited)

Chester Hayes as Clown (uncredited)

Barbara Hemingway as Fat Lady (uncredited)

James Hibbard as Dancer (uncredited)

Marianna Hill as Viola (uncredited)

Jesse Wayne as Carnival Worker (uncredited)

Raquel Welch as College Girl (uncredited)

Red West as Carnival Worker (uncredited)

Richard Kiel as Strongman (uncredited)