Don Knotts as Shake

Tim Conway as Bags

David Wayne as Pop Morgan

Cisse Cameron as Polly

Robin Clarke as Mike

Holly Conover as Judy

Alfred E. Covington as Ring Announcer

Bill Crabb as Turk

Kenneth Daniel as Stubby

Mike DeFabis as Referee #2

Joe Dorsey as Stranger

J. Don Ferguson as Referee #1

Dan Fitzgerald as Big John

Charles Franzen as Reporter #1

Les Hatfield as Champ

Ted Henning as Jimmy

Charles R. Honce Jr. as Dale

Edith Ivey as Tough Lady

Billy J. Johnson as Photo Man

Bryan Jones as Andy

May Keller as Lilly

Irwin Keyes as Flower

Joan Benedict Steiger as Dori

Michael LaGuardia as Butcher

John Myhers as Doyle

Danny Nelson as Guesser

George Nutting as Timmy

Scott Oliver as Barker

Mary Ellen O'Neill as Mama

Marc Pickard as Reporter #2

Johnny Popwell Sr. as Grader

Fred Saxon as Radio Announcer

Howard Stopeck as Cook

Roy Tatum as Nails

Lou Walker as Janitor

Merle G. Cain as Bumper

Geoff Webber as Butler

Timothy Webber as Bradshaw

Willie J. Woods as Spider

Jimmy Cook as Boxer

Perry Quinn as Boxer

Jerry Campbell as Boxer

Clyde Jones as Boxer

Richard Haliburton as Boxer

Aron Siegel as Carnival Attendee (uncredited)

Wallace Wilkinson as Flash