Billy Cook as Tom Sawyer

Donald O'Connor as Huckleberry Finn

Porter Hall as Uncle Silas Phelps

Phil Warren as Jeff Rutledge

Janet Waldo as Ruth Phelps

Elisabeth Risdon as Aunt Sally Phelps

William Haade as Jupiter Dunlap / Jake Dunlap

Edward Pawley as Brace Dunlap

Clem Bevans as Sheriff "Turkeyneck" Slocum

Raymond Hatton as Judge Tyler

Howard M. Mitchell as Elmer Hawkins, Prosecutor

Stanley Price as Clayton

Harry Worth as Dixon

Clara Blandick as Aunt Polly

Si Jenks as Farmer Sykes

Etta McDaniel as Tulip

Oscar Smith as Curfew

Monte Blue as Sheriff Walker

Foy Van Dolsen as Alex Cooper