W.C. Fields as Larson E. Whipsnade

Edgar Bergen as The Great Edgar

Eddie 'Rochester' Anderson as Cheerful

Constance Moore as Victoria Whipsnade

John Arledge as Phineas Whipsnade

James Bush as Roger Bel-Goodie

Thurston Hall as Mr. Archibald Bel-Goodie

Mary Forbes as Mrs. Bel-Goodie

Edward Brophy as Corbett

Arthur Hohl as Burr

Princess Baba as Princess Baba, The Great Edgar's Assistant

Charlie McCarthy as Charlie (ventriloquist dummy)

Mortimer Snerd as Mortimer (ventriloquist dummy)

Blacaman as Blacaman - The Lion Tamer (uncredited)

Ernie Adams as Eddie - Circus Attendant (uncredited)

Dorothy Arnold as 1st Debutante (uncredited)

Irving Bacon as Jailer (uncredited)

Lulu Mae Bohrman as Wedding Guest (uncredited)

Ralph Brooks as Wedding Guest (uncredited)

Eddy Chandler as Highway Patrol Officer (uncredited)

Dora Clement as Woman (uncredited)

Jack Rube Clifford as Riding Master (uncredited)

Richard Clucas as Little Boy (uncredited)

Charles Coleman as Robinson - Bel-Goodie's Butler (uncredited)

Evelyn Del Rio as Little Girl Who Cries (uncredited)

Drew Demorest as Barker (uncredited)

Dick Dickinson as Contortionist (uncredited)

Jan Duggan as Mrs. Sludge (uncredited)

Eddie Dunn as Cop (uncredited)

Billy Engle as Circus Attendant

Jack Gardner as Ticket Seller (uncredited)

Grace Goodall as Screaming Spinster / Wedding Guest (uncredited)

Jennifer Gray as 3rd Debutante (uncredited)

Bobby Hale as Circus Attendant (uncredited)

Ted Hardy as Russian Circus Performer (uncredited)

Sam Harris as Wedding Guest (uncredited)

Leyland Hodgson as Butler (uncredited)

Otto Hoffman as Mayor (uncredited)

Lloyd Ingraham as Mayor / Wedding Guest (uncredited)

Frank Jenks as Jerry - Assistant (uncredited)

Si Jenks as Hillbilly (uncredited)

Tiny Jones as Spectator (uncredited)

Jack Kenney as Barker (uncredited)

Joe King as Policeman (uncredited)

Ivan Lebedeff as Ronnie (uncredited)

Ethelreda Leopold as Blonde at Party (uncredited)

Jimmie Lucas as Barker (uncredited)

Kathryn Marlowe as 2nd Debutante (uncredited)

Eric Mayne as Wedding Guest (uncredited)

Frank Melton as First Yokel (uncredited)

Harold Miller as Party Guest (uncredited)

Edmund Mortimer as Wedding Guest (uncredited)

James C. Morton as Judge (uncredited)

Ray Moyer as Fire Eater (uncredited)

Byron Munson as Ping-Pong Player (uncredited)

Charles Murphy as Lon - Roustabout (uncredited)

Frank O'Connor as Cop with Judge (uncredited)

George Offerman, Jr. as Western Union Man (uncredited)

David Oliver as Man Cheated at Window (uncredited)

George Ovey as Circus Attendant (uncredited)

Lee Phelps as Sheriff (uncredited)

June Preston as Little Blond Girl Singing and Dancing (uncredited)

Ralph Sanford as Truck Driver (uncredited)

Harry Stafford as Party Guest (uncredited)

Grady Sutton as Chester Dalrymple (uncredited)

Ferris Taylor as Deputy Sheriff (uncredited)

Don Terry as Ping-Pong Player (uncredited)

Walter Tetley as Boy with Candy Cane (uncredited)

Edward Thomas as Bel-Goodie Butler (uncredited)

Lelah Tyler as Society Woman / Wedding Guest (uncredited)

Minerva Urecal as Screaming Spinster at Circus (uncredited)

Dale Van Sickel as Wedding Guest (uncredited)

Russell Wade as Wedding Guest (uncredited)

Beryl Wallace as Girl (uncredited)

Delmar Watson as Boy with Slingshot (uncredited)

Florence Wix as Wedding Guest (uncredited)

Bill Wolfe as Ticket Buyer / Brentwood - World's Smallest Giant (uncredited)

Edward Woolf as Thin Man (uncredited)

Bill Worth as Elwood - World's Largest Midget (uncredited)

Arthur Yeoman as Barker (uncredited)

Duke York as Minor Role (uncredited)

Ruth Cherrington as Party Guest (uncredited)

Hazel Dohlman as Wedding Guest (uncredited)