Bob Hope as Sylvester the Great

Virginia Mayo as Princess Margaret

Walter Brennan as Featherhead

Walter Slezak as La Roche

Victor McLaglen as Captain Barrett / The Hook

Marc Lawrence as Pedro

Hugo Haas as Owner of the 'Bucket of Blood'

Maude Eburne as Landlady of the 'Boar's Head Inn'

Adia Kuznetzoff as Don José Ramon Sebastian Rurales

Brandon Hurst as Mr. Pelly

Tom Kennedy as Alonzo

Stanley Andrews as Captain of the 'Mary Ann'

Robert Warwick as The King

Betty Alexander as Goldwyn Girl (uncredited)

Ruth Caldwell as Goldwyn Girl (uncredited)

Bing Crosby as Margaret's Sweetheart (uncredited)

Loretta Daye as Goldwyn Girl (uncredited)

Francis Ford as Drunken Pirate (uncredited)

Mike Mazurki as Pirate (uncredited)

Lillian Molieri as Goldwyn Girl (uncredited)

Kay Morley as Goldwyn Girl (uncredited)

Ray Teal as Guard (uncredited)

Betty Thurston as Goldwyn Girl (uncredited)

Rondo Hatton as Gorilla (uncredited)

Jack Carr as Hugo, Bartender at 'Bucket of Blood'