Charlotte Henry as Alice

Richard Arlen as Cheshire Cat

Roscoe Ates as Fish

William Austin as Gryphon

Gary Cooper as White Knight

Leon Errol as Uncle Gilbert

Louise Fazenda as White Queen

W.C. Fields as Humpty-Dumpty

Alec B. Francis as King of Hearts

Richard 'Skeets' Gallagher as Rabbit

Cary Grant as Mock Turtle

Lillian Harmer as Cook

Raymond Hatton as Mouse

Sterling Holloway as Frog

Edward Everett Horton as Mad Hatter

Roscoe Karns as Tweedledee

Baby LeRoy as Joker

Mae Marsh as Sheep

Polly Moran as Dodo Bird

Jack Oakie as Tweedledum

Edna May Oliver as Red Queen

May Robson as Queen Of Hearts

Charles Ruggles as March Hare

Jackie Searl as Dormouse

Alison Skipworth as Duchess

Ned Sparks as Caterpillar

Ford Sterling as White King

Billy Barty as White Pawn / The Baby (uncredited)

Billy Bevan as Two of Spades (uncredited)

Harry Ekezian as First Executioner (uncredited)

Ethel Griffies as Miss Simpson (uncredited)

Colin Kenny as The Clock (uncredited)

Patsy O'Byrne as Aunt (uncredited)