Shirley Temple as Betsy Brown Shea

George Murphy as Roger Wendling

Jimmy Durante as Jimmy Clayton

Phyllis Brooks as Barbara Shea

Edna May Oliver as Sarah Wendling

George Barbier as Fiske

Edward Ellis as Pop Shea

Jane Darwell as Miss Hutchins

El Brendel as Ole

Donald Meek as Willoughby Wendling

Patricia Wilder as Flossie

Claude Gillingwater as Judge

George Brasno as George Brasno

Olive Brasno as Olive Brasno

Charles Coleman as Simmons

Russell Hicks as Perry

Claire Du Brey as Miss Blodgett

Robert Gleckler as Detective

C. Montague Shaw as Miles

Frank Dae as Pool

Eddie Collins as Band Member

Syd Saylor as Band Member

Jerry Colonna as Band Member

Heinie Conklin as Band Member

Charles Williams as Mike Brody

Dick Elliott as Man Carrying Violin Case

Gwen Brian as Gwen Brian

Betty Brian as Betty Brian

Doris Brian as Doris Brian

Wanda Perry as Chorus (uncredited)