Spencer Tracy

Joe Buck

Marian Nixon

Madge

Stuart Erwin

Lucky

Sam Hardy

Professor Triplett

Lila Lee

Sharon Hadley

Sarah Padden

Ma Brown

Russell Simpson

Pa Nathan Brown

Frank McGlynn Jr.

Jim Brown

Billy Platt

Jupiter - Midget

Guy Usher

Albert Preston

James Burke

Cop (uncredited)

Ruth Clifford

Hotel Guest with Dog (uncredited)

Robert Dudley

Minister (uncredited)

Dale Fuller

Clerk, Circleville General Store (uncredited)

Frank Hagney

Minor Role (uncredited)

Si Jenks

Townsman (uncredited)

Victor Potel

Ed Burns, Carnival Patron (uncredited)

Lucille Ward

Mrs. Ed Burns (uncredited)

Ruth Warren

Fairgrounds Spectator (uncredited)