- Connie Abbott as Penelope Pussycat
- Bill Abbott as Garfield
- Gene Morrison as Odie
- Jaynie as Liz Wilson
- Natalie as Arlene
- Sinjin as Nermal
- Elsie as Sonja
- Gene Morrison Orchestra as Binky the Clown
- The Modernaries as Billy Buddy Bear, Bertie Buddy Bear, Bobby Buddy Bear, Orson Pig, and Lenore Pig
- The Nicholas Brothers as Booker and Sheldon
- Dorothy Dandridge as Lady the Traction Engine
- Bobby Hackett as Vito
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