W.C. Fields as T. Frothingill Bellows / S.B. Bellows

Martha Raye as Martha Bellows

Dorothy Lamour as Dorothy Wyndham

Bob Hope as Buzz Fielding

Shirley Ross as Cleo Fielding

Lynne Overman as Scoop McPhail

Ben Blue as Mike

Leif Erickson as Bob Hayes

Rufe Davis as Turnkey

Patricia Wilder as Honey Chile

Grace Bradley as Grace Fielding

Lionel Pape as Lord Droopy

Virginia Vale as Joan Fielding

Russell Hicks as Capt. Stafford

Kirsten Flagstad as Specialty: of the Metropolitan Opera Company

Wilfrid Pelletier as Specialty: Conductor of The Metropolitan Opera Company

Gertrude Astor as Woman (uncredited)

Monte Blue as Passenger (uncredited)

Mae Busch as Chaperone (uncredited)

James Craig as Steward (uncredited)

Eleanor Keaton as Chorus Girl (uncredited)

Irving Bacon as Prisoner Playing Harmonica (uncredited)

William H. O'Brien as Reporter (uncredited)

Florence Wix as Woman (uncredited)