Spencer Tracy as Joe Buck

Marian Nixon as Madge

Stuart Erwin as Lucky

Sam Hardy as Professor Triplett

Lila Lee as Sharon Hadley

Sarah Padden as Ma Brown

Russell Simpson as Pa Nathan Brown

Frank McGlynn Jr. as Jim Brown

Billy Platt as Jupiter - Midget

Guy Usher as Albert Preston

James Burke as Cop (uncredited)

Charles Dow Clark as Sheriff Rock (uncredited)

Ruth Clifford as Hotel Guest with Dog (uncredited)

Robert Dudley as Minister (uncredited)

Dale Fuller as Clerk, Circleville General Store (uncredited)

Frank Hagney as Minor Role (uncredited)

Ben Hall as Service Station Attendant (uncredited)

Si Jenks as Townsman (uncredited)

Lillian Lawrence as Wedding Guest (uncredited)

Victor Potel as Ed Burns, Carnival Patron (uncredited)

Lucille Ward as Mrs. Ed Burns (uncredited)

Ruth Warren as Fairgrounds Spectator (uncredited)