Betty Hutton

Holly

Cornel Wilde

The Great Sebastian

Charlton Heston

Brad Braden

Dorothy Lamour

Phyllis

Gloria Grahame

Angel

James Stewart

Buttons

Henry Wilcoxon

FBI Agent Gregory

Lyle Bettger

Klaus

Lawrence Tierney

Mr. Henderson

Emmett Kelly

Himself

John Kellogg

Harry

Julia Faye

Birdie

Cecil B. DeMille

Narrator (voice) (uncredited)

John Ringling North

Himself

Frank Wilcox

Doctor

Lillian Albertson

Buttons' mother

Milton Kibbee

Picked-pocket Customer

Davison Clark

Sam, game customer

Dorothy Adams

Sam's Wife (uncredited)

Arthur Q. Bryan

Ice-Cream Eating Spectator

Bess Flowers

Spectator (uncredited)

Bing Crosby

Spectator (uncredited)

Bob Hope

Spectator (uncredited)

Mona Freeman

Spectator (uncredited)

Kathleen Freeman

Spectator (uncredited)

William Boyd

Hopalong Cassidy (uncredited)

Beverly Washburn

Little Girl Spectator (uncredited)

Lee Aaker

Little Boy Spectator (uncredited)

Erville Alderson

Spectator (uncredited)

Oliver Blake

Spectator (uncredited)

Franklyn Farnum

Spectator (uncredited)

Nancy Gates

Spectator

Bob Crosby

Spectator

John Ridgely

Assistant Manager

Lane Chandler

Dave (uncredited)

Edmond O'Brien

Midway Barker at End (uncredited)

Eric Alden

Canvas Man (uncredited)

Noel Neill

Noel (uncredited)

Syd Saylor

Circus Barker (uncredited)

Daisy Earles

Midget

Angelo Rossitto

Dwarf