- Michael Shayne as Papa Bear
- Joanne La Marr as Mama Bear
- Connie Earle as Sister Bear
- Inspector Pierson as Brother Bear
- Lynne Evans as Mrs. Ben
- Max Allaron as Farmer Ben
- Otto Kahn as Teacher Bob
- Julian Davis as Principal Honeycomb
- Hal Brennon as Squire Grizzly
- David Earle as Gramps
- Rusty as Professor Actual Factual
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