Charles 'Buddy' Rogers as Ned Lee

Jean Arthur as Greta Nelson

Paul Lukas as Nick Pogli

Helen Ware as Madame Elsie

Oscar Apfel as Circus Manager

Edna West as Mrs. Lee

Irving Bacon as Slim

Michael Stuart as Eric Lee

Al Hill as Blackie

Lucille Williams as Doris

Richard K. French as Klein

Freddy Anderson as Tony

Ford West as Stationmaster

Guy Oliver as Farmer at Railroad Station

Stanley Taylor as Minor Role