Betty Hutton as Holly

Cornel Wilde as The Great Sebastian

Charlton Heston as Brad Braden

Dorothy Lamour as Phyllis

Gloria Grahame as Angel

James Stewart as Buttons

Henry Wilcoxon as FBI Agent Gregory

Lyle Bettger as Klaus

Lawrence Tierney as Mr. Henderson

Emmett Kelly as Himself

Cucciola as Cucciola

Robert Carson as The Ringmaster

John Kellogg as Harry

Julia Faye as Birdie

Cecil B. DeMille as Narrator (voice) (uncredited)

John Ringling North as Himself

Lou Jacobs as Himself (clown)

Brad Jackson as Reporter at RIngside

Frank Wilcox as Doctor

Lillian Albertson as Buttons' mother

Milton Kibbee as Picked-pocket Customer

Davison Clark as Sam, game customer

Dorothy Adams as Sam's Wife (uncredited)

Arthur Q. Bryan as Ice-Cream Eating Spectator

Bess Flowers as Spectator (uncredited)

Bing Crosby as Spectator (uncredited)

Bob Hope as Spectator (uncredited)

Mona Freeman as Spectator (uncredited)

Kathleen Freeman as Spectator (uncredited)

William Boyd as Hopalong Cassidy (uncredited)

Beverly Washburn as Little Girl Spectator (uncredited)

Lee Aaker as Little Boy Spectator (uncredited)

Erville Alderson as Spectator (uncredited)

Oliver Blake as Spectator (uncredited)

Franklyn Farnum as Spectator (uncredited)

Nancy Gates as Spectator

Bob Crosby as Spectator

John Ridgely as Assistant Manager

Lane Chandler as Dave (uncredited)

Edmond O'Brien as Midway Barker at End (uncredited)

Eric Alden as Canvas Man (uncredited)

Noel Neill as Noel (uncredited)

Syd Saylor as Circus Barker (uncredited)

Chuck Hamilton as Ambulance Driver (uncredited)

Daisy Earles as Midget

Luce Potter as Midget

Angelo Rossitto as Dwarf

Antoinette Concello as Antoinette Concello

Tuffy Genders as Tuffy Genders

Kay Wiley as

Lillian O'Malley as Spectator