Clara Bow as Lou

Preston Foster as Nifty Miller

Richard Cromwell as Chris Miller

Herbert Mundin as Hap Spissel

James Gleason as Jerry

Minna Gombell as Carrie

Roger Imhof as Colonel Gowdy

Florence Roberts as Ma Benson

Damorès as Colonel Gowdy (Voice)

Erville Alderson as Sheriff

Ethel Loreen Greer as Fat Lady

Frank Mills as Barker

George Offerman, Jr. as Billy

Charles Sellon as The Colonel, Billy's Father

William Le Maire as Tall Gum-Chewing Spectator

Dick Dickinson as Carnival Spectator

Otis Harlan as Town Councilman / Side Show Customer

John Irwin as Roustabout

Harvey Parry as Roustabout

Harry Wilson as Roustabout

Frank Moran as Side Show Craps Player

Chuck Hamilton as Side Show Troublemaker

Harry Woods as Side Show Troublemaker