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)
Charles Dow Clark
— Sheriff Rock (uncredited)
Ruth Clifford
— Hotel Guest with Dog (uncredited)
Robert Dudley
— Minister (uncredited)
Dale Fuller
— Clerk, Circleville General Store (uncredited)
Frank Hagney
— Minor Role (uncredited)
Ben Hall
— Service Station Attendant (uncredited)
Si Jenks
— Townsman (uncredited)
Lillian Lawrence
— Wedding Guest (uncredited)
Victor Potel
— Ed Burns, Carnival Patron (uncredited)
Lucille Ward
— Mrs. Ed Burns (uncredited)
Ruth Warren
— Fairgrounds Spectator (uncredited)