- Albert Johnson as Papa Bear
- Sgt. Edgar Millen as Brother Bear
- Constable Alvin Adams as Farmer Ben
- George Washington Lincoln "Sundog" Brown as Henry
- Hazel as Professor Actual Factual
- Captain Hank Tucker as Mayor Honeypot
- Vanessa McBride as Mama Bear
- Bill Luce as Teacher Bob
- Ned Warren as Gramps
- Clarence as Too Tall
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